cicn_ex42.htm


     

     

    Exhibit
4.2


    AMENDMENT NO.
1

    TO

    SHORT TERM CONVERTIBLE
PROMISSORY NOTE

    


    This Amendment No. 1 to Short Term
Convertible Promissory Note (this “Amendment”) is made
as of March 31, 2010, between Cicero Inc., a Delaware corporation (the “Company”), and
SOAdesk, LLC, a Delaware limited liability company (“Holder”).

    


    W
I T N E S S E T H:

    


    WHEREAS,
pursuant to that certain Asset Purchase Agreement, dated as of January 15, 2010,
between the Company and Holder, the Company delivered to Holder a $700,000
principal amount Short Term Convertible Promissory Note (the “Note”);
and

    


    WHEREAS,
the Company and Holder desire to amend the Note as set forth
herein.

    


    NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

    


    1.           Capitalized
terms used and not otherwise defined herein shall have the meanings given to
such terms in the Note.

    


    2.           The
“Maturity Date” of the Note is hereby extended to September 30,
2010.

    


    3.           Section
4.2 of the Note (“Mandatory
Prepayment”) is hereby amended by adding the following proviso to the end
of such Section:

    


    “; provided, that no
such proceeds shall be applied to pre-payment of this Note until one hundred
percent (100%) of the aggregate principal amount of, and any accrued interest
on, that certain $525,000 principal amount Short Term Convertible Promissory
Note, dated as of March 31, 2010, between the Company and Holder, shall have
been paid in full.”

    


    4.           Except
as specifically set forth herein, the Note and all of its terms and conditions
remain in full force and effect, and the Note is hereby ratified and confirmed
in all respects, except that on or after the date of this Amendment all
references in the Note to “this Note,” “hereto,” “hereof,” “hereunder,” or words
of like import shall mean the Note as amended by this Amendment.

    


    5.           This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original and such counterparts together shall constitute one and the
same instrument.


    
      
        
          


                                                                 

        

         


      

      
        1

        
          

        

      

      
         


        
          Exhibit
4.2

        

      

    


    6.           This
Amendment and all actions arising out of or in connection with this Amendment
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the conflicts of law provisions
thereof.

     

    7.           This
Amendment shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto.

     

    


     

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blank; signature page follows]

     

    


     


    
      
        
          


                                                                 

        

         


      

      
        2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.

     

    
       

      
        
          	 	CICERO INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

       

      
        	
              	SOADESK, LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title: 	 
	 


      

       

    

    


    


    


    


    


    


    


    Signature
Page to Amendment to Short Term Convertible Promissory Note