Unassociated Document


    Exhibit
      10.1 

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES
      ACT”),
      OR
      THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
      AND
      MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      OR
      PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
      ACT AND SUCH LAWS

     

    BERMAN
      CENTER, INC.

    


    AMENDMENT
      NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTE

    


    This
      Amendment No. 2 (this “Amendment”),
      dated
      July 9, 2007, amends that certain Secured Convertible Promissory Note pursuant
      to which Berman Center, Inc. (the “Company”)
      borrowed from Hunter Fund LTD (the “Holder”)
      the
      aggregate principal amount of $225,000 dated as of March 7, 2007 (the
“Note”).
      All
      capitalized terms used herein and not defined shall have the meanings given
      to
      them in the Note.

    


    RECITALS:

    


    WHEREAS,
      the
      Company entered into the Note issued to the Holder pursuant to which the Company
      promised to pay the Holder the principal sum of Two Hundred Twenty-Five Thousand
      Dollars ($225,000.00), with interest at the rate of fifteen percent (15%) per
      annum;

     

    WHEREAS,
      Section
      16 of the Note states that the Note may be modified or amended by an agreement
      in writing signed by the parties; 

     

    WHEREAS, the
      Company previously entered into Amendment No. 1 issued to the Holder pursuant
      to
      which the Company promised to pay the Holder the principal sum of Sixty Thousand
      Dollars ($60,000.00), with interest at the rate of fifteen percent (15%) per
      annum; and 

     

    WHEREAS,
      the
      Holder wishes to loan to the Company, and the Company wishes to borrow, an
      additional Twenty-Five Thousand Dollars ($25,000.00) (“Additional
      Loan Amount”)
      under
      the same terms and conditions of the Note for payment of the Company’s
      payroll.

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    1.  The
      Company promises to pay to the Holder the principal sum of the Additional Loan
      Amount with interest from the date hereof at the rate of fifteen percent (15%)
      per annum on the unpaid balance hereof until paid.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.  The
      Company and Holder agree that the Additional Loan Amount shall be subject to
      the
      same terms and conditions of the Note, a copy of which is attached hereto as
      Exhibit
      A,
      including, but not limited to, the Due Date, Default Rate, Conversion,
      registration rights, the first priority security interest in all assets of
      the
      Subsidiary, indemnification rights, and all other terms and conditions of the
      Note; provided
      that, however,
      the
      Company, pursuant to the last sentence of Section 11 to the Note, shall only
      be
      obligated to (i) make a one-time payment of an aggregate fee amount equal to
      $5,000 to the placement agent, Hunter World Markets, Inc., and (ii) issue an
      aggregate of 88,889 shares of the Company’s common stock to Hunter World
      Markets, Inc. and/or its designees in connection with the execution of this
      Amendment.

    


    3.  Holder
      shall have the rights of a secured party under the Uniform Commercial Code
      for
      the Additional Loan Amount, and to effect the foregoing, each of the Company
      and
      the Subsidiary agrees to execute promptly such additional security documentation
      as Holder may request and hereby authorizes Holder to file financing and other
      statements as Holder deems advisable to perfect the first priority security
      interest granted herein.

    


    4.  The
      Company and Holder make the same representations and warranties as contained
      in
      the Note as of the date of this Amendment No. 2.

    


    5.  Except
      as
      amended herein, the Note shall remain in full force and effect.

    


    6.  This
      Amendment may be executed in any number of facsimile counterparts, each of
      which
      shall be an original, but which together constitute one and the same instrument.
      This Amendment may be executed and delivered by facsimile.

    


    [SIGNATURE
      PAGE TO FOLLOW]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the Company and Holder have executed this Amendment No. 2
      to
      the Secured Convertible Promissory Note as of the date first written
      above.

     

    
      	 	 	 
	 	
              BERMAN
                CENTER, INC.,

            
	 	 
	 	 
	 	 	/s/ Laura
              A.C. Berman
	 	By: 
	Laura
              A.C. Berman, LCSW, Ph.D.
	 	Its:	Chief
              Executive Officer and President
	 	Address:  	
              211
                East Ontario, Suite 800

              Chicago,
                Illinois 60611

            
	 	 	 
	 	
            	 
	 	BERMAN HEALTH & MEDIA,
              INC.,
	 	 
	 	 	 
	 	 	/s/
              Laura A.C. Berman
	 	By:	Laura A.C.
              Berman, LCSW, Ph.D. 
	 	Its:	Chief Executive
              Officer and President 
	 	Address:	211 East Ontario, Suite 800
              Chicago,
                Illinois 60611

            
	 	 	 
	 	 	 
	 	HUNTER FUND
              LTD.,
	 	 	 
	 	 	
            
	 	
            	/s/
              Todd Ficeto
	 	By:	Todd
              Ficeto 
	 	Its:	President 
	 	
              Address: 

            	Hunter Fund Ltd.
              9300
                Wilshire Blvd.  

              Penthouse
                Suite   

              Beverly
                Hills, CA 9021