exh10-16.htm

Exhibit
10.16

    


    AMENDMENT TO
AGREEMENTS

    


    This Amendment to the Loan, Pledge and
Security Agreement and related Promissory Note, as of March 17, 2009 is made by
and between Thermo Credit, LLC (hereinafter referred to as the “Secured Party”)
and United eSystems, Inc., Netcom Data Southern Corp., Netcom Data Corp., and
United Check Services, LLC ( jointly, severally and in solido “Debtor”), who
hereby agree as follows:

    


    WHEREAS, Secured Party and
Debtor entered into a Loan, Pledge and Security Agreement
and a Promissory Note (hereinafter the “Agreements”) dated as of September 17,
2008 (all capitalized terms not otherwise defined herein shall have the meaning
set forth in the Agreements);

    


    WHEREAS, the Debtor desires to
exercise the extension option provided in the Agreements, and

    


    WHEREAS, the Secured Party and
Debtor desire to amend the Agreements to modify certain terms and dates included
in the original Agreements;

    


    NOW, THEREFORE, for and in
consideration of the foregoing, the mutual covenants and agreements herein
contained and other good and valuable consideration, Debtor and Secured Party
hereby mutually enter into this Amendment to the Agreements as
follows:

    


    
      	
              1.  

            	
              The
      Maturity Date reflected in the Agreements is changed to March 31,
      2010.

            


    

    


    
      	
              2.  

            	
              The
      amount of the credit facility as reflected in the Agreements is changed to
      $2,050,000.00 (Two million fifty thousand
  dollars);

            


    

    


    
      	
              3.  

            	
              Section
      4 (b) and (c) of the Promissory Note is modified as
    follows:

            


    

    


    (b)           Five
monthly payments of principal of $20,000 plus accrued interest and fees
commencing on April 30, 2009 and continuing on the last day of each month
thereafter, followed by 6 monthly payments of principal of $40,000 plus accrued
interest and fees, beginning September 30, 2009  and continuing on the
last day of each month thereafter; and

    


    (c)           One
final payment of all unpaid principal and accrued and unpaid interest and fees
on the Maturity Date (March 31, 2010);

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
              4.  

            	
              The
      Rate as reflected in the Section 1 of the Promissory Note is adjusted to
      the greater of the Prime Rate plus 11%, or
18%;

            


    

    


    
      	
              5.  

            	
              Debtor
      hereby certifies that:

            


    

    


    
      	
              a.  

            	
              all
      of the representations and warranties contained in the Agreements are true
      and correct as of the date thereof;

            


    

    
      	
              b.  

            	
              the
      Debtor is not in default under the
Agreements;

            


    

    
      	
              c.  

            	
              no
      event of default has occurred and is
continuing;

            


    

    
      	
              d.  

            	
              Debtor
      has not breached any covenant contained in the Agreements;
    and

            


    

    
      	
              e.  

            	
              the
      Agreements are in full force and effect as of the date
    hereof.

            


    

    


    
      	
              6.  

            	
              Except
      as set forth above, all of the remaining terms, provisions and conditions
      of the Agreements shall remain in full force and
  effect.

            


    

    


    
      	
              7.  

            	
              Simultaneous
      with Debtor’s execution of this Amendment, Debtor will pay to Secured
      Party a payment totaling $89,657.50 comprised of a $20,500.00 (1% of the
      commitment) Commitment Fee for the twelve-month extension of the
      commitment, and $69,157.50 to reduce the current principal balance
      outstanding to the new commitment level of
  $2,050,000.00

            


    

    


    IN WITNESS WHEREOF, the
parties have caused this instrument to be duly executed as of the date first
above written.

    


    


    SECURED PARTY:

    THERMO CREDIT, LLC

    


    By:  /s/ Jack V. Eumont,
Jr.                                                         

    


    Name:  Jack V. Eumont,
Jr.

    Title:   Executive Vice
President

    


    


    DEBTOR:

    UNITED ESYSTEMS, INC.

    


    By:  Walter Reid Green,
Jr.                                                               

    


    Name:  Walter Reid Green,
Jr.                                                        

    Title:  Chief Executive
Officer                                                                      

    
 

     

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