EXHIBIT
10.1
 
 AMENDMENT
NO. 2 TO 4.0% MULTIPLE ADVANCE CREDIT NOTE
 
 
 THIS AMENDMENT NO. 2 TO4.0% MULTIPLE ADVANCE CREDIT
NOTE (“Amendment”) is made and entered into as of December 31, 2007, by
and between GDSC Acquisitions,
LLC, a Delaware limited liability company (“Lender”), and Brownshire Holdings, Inc., a
Nevada corporation (“Borrower”).
 
 RECITALS
 
 A.          Borrower
and Lender are parties to that certain 4.0% Multiple Advance Promissory Note
dated February 28, 2005, as amended by Amendment No. 1 dated February 1, 2007
(together, the “Original Note”).
 
 B.           Borrower
and Lender desire to amend certain provisions of the Original Note, all as more
particularly provided for in this Amendment.
 
 AGREEMENT
 
 NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
  1.      Amendment to Section
5.  The first sentence of Section 5 of the Original Note is
hereby amended in its entirety to read as follows:
  “The
outstanding principal sum of this Note, together with all accrued but unpaid
interest due hereunder, shall be due and payable upon the earlier to occur of
(a) a “Liquidity Event” (as described below) or (b) February 28,
2009.”
  2.      Effect on Original Note and Other
Documents.  Except as amended by the terms of this Amendment,
the terms and conditions of the Original Note and all other documents and
agreements entered into between Lender and Borrower in connection with the
Original Note shall remain in full force and effect.
  3.      Miscellaneous.  This
Amendment, together with the Original Note as amended hereby, contains the
entire agreement and understanding among the parties hereto with respect to the
subject matter hereof and thereof and supersedes all prior and contemporaneous
agreements, understandings, inducements, and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter
hereof and thereof.  The express terms hereof control and supersede
any course of performance and/or usage of the trade inconsistent with any of the
terms hereof.  No provision of this Amendment may be amended or
modified, except by a written instrument executed by the party against whom such
amendment or modification is sought to be enforced.  This Amendment
and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed by and construed in accordance with the laws of
the State of Illinois, notwithstanding any Illinois or other conflict-of-law
provisions to the contrary.  This Amendment may be executed in
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument.  This Amendment shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.  Any photographic or xerographic copy of this Amendment,
with all signatures reproduced on one or more sets of signature pages, shall be
considered for all purposes as if it were an executed counterpart of this
Amendment.Signatures may be given
by facsimile or other electronic transmission, and such signatures shall be
fully binding on the party sending the same.
  [Signature
page follows.]
  
  IN WITNESS WHEREOF, this
Amendment is executed and delivered as of the date first set forth
above.
 
 LENDER:GDSC
      ACQUISITIONS, LLCBy:
              /s/ Norman S. LynnNorman
      S. Lynn, ManagerBORROWER:BROWNSHIRE
      HOLDINGS, INC.By:
              /s/ Steven A. RothsteinSteven
      A. Rothstein, President
 
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