ex10.10


    EXHIBIT
      10.10

    


    
      

AMENDMENT

     

    This
      Amendment (this “Amendment”),
      dated
      as of December 31, 2005, is entered into by and between CREATIVE VISTAS, INC.,
      an Arizona corporation (the “Company”),
      CREATIVE VISTAS ACQUISITION CORP., (formerly A.C. Technical Acquisition Corp.)
      a
      corporation incorporated under the laws of Ontario (“Acquisition
      Corp.”),
      A.C.
      TECHNICAL SYSTEMS LTD., a
      corporation incorporated under the laws of Ontario (“AC
      Tech”) and
      LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”),
      for
      the purpose of amending the terms of each of (v) that Secured Convertible Term
      Note, dated September 30, 2004, issued by the Company to Laurus (as amended,
      modified or supplemented from time to time, the “Term
      Note”),
      (w)
      that Secured Revolving Note, dated September 30, 2004, issued by the Company
      to
      Laurus (as amended, modified or supplemented from time to time, the
“Revolving
      Note”),
      (x)
      that Secured Convertible Minimum Borrowing Note, dated September 30, 2004,
      issued by the Company to Laurus (as amended, modified or supplemented from
      time
      to time, the “Minimum
      Note”),
      and
      (y) that certain Security Agreement, dated as of September 30, 2004, by and
      among the Company, Acquisition Corp., AC Tech and Laurus (as amended, modified
      or supplemented from time to time, the “Security
      Agreement”).
      Capitalized terms used herein without definition shall have the meanings
      ascribed to such terms in Term Note, the Revolving Note, the Minimum Note or
      the
      Security Agreement, as applicable.

     

    WHEREAS,
      the Company, Acquisition Corp., AC Tech and Laurus have agreed to make certain
      changes to each of the Term Note, the Revolving Note, the Minimum Note and
      the
      Security Agreement as set forth herein; 

     

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

     

    1.  Section
      4.9 of the Term Note is hereby deleted in its entirety and the following new
      Section 4.9 is hereby inserted in lieu thereof:

     

    “4.9 Default
      Under Related Agreements or Other Agreements.
      The
      occurrence and continuance of (i) any Event of Default (as defined in the
      Purchase Agreement or any Related Agreement), (ii) any Event of Default under
      and as defined in any of (x) that certain Secured Term Note issued by Cancable
      Inc., an Ontario corporation, to
      Laurus, dated December __, 2005 (as amended, modified or supplemented from
      time
      to time, the “2005
      Term Note”),
      (y)
      the Purchase Agreement referred to in the 2005 Term Note (as amended, modified
      or supplemented from time to time, the “2005
      Purchase Agreement”
and/or
      (z) any Related Agreement referred to in the 2005 Purchase Agreement, as each
      may be amended, modified or supplemented from time to time, (iii) any Event
      of
      Default under and as defined in any of (x) that certain Security Agreement,
      dated as of September 30, 2004, by and among the Borrower, certain subsidiaries
      of the Borrower and the Holder (as amended, modified or supplemented from time
      to time, the “2004
      Security Agreement”)
      and/or
      (y) any Ancillary Agreement referred to in the 2004 Security Agreement (as
      each
      may be amended, modified or supplemented from time to time and/or (iv) any
      event
      of default (or similar term) under any other indebtedness.”.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  Section
      5.1 of the Term Note is hereby deleted in its entirety and the following new
      Section 5.1 is hereby inserted in lieu thereof:

     

    “5.1 Intentionally
      Left Blank.”.

     

    3.  Section
      5.1 of the Revolving Note is hereby deleted in its entirety and the following
      new Section 5.1 is hereby inserted in lieu thereof:

     

    “5.1 Intentionally
      Left Blank.”.

     

    4.  Section
      6.1 of the Minimum Note is hereby deleted in its entirety and the following
      new
      Section 6.1 is hereby inserted in lieu thereof:

     

    “6.1 Intentionally
      Left Blank.”.

     

    5.  Sections
      5(a)(vi) and 5(a)(vii) of the Security Agreement are hereby deleted in their
      entirety and the following new Sections 5(a)(vi) and 5(a)(vii) are hereby
      inserted in lieu thereof:

     

    “(vi) Intentionally
      Left Blank.

     

    (vii) Intentionally
      Left Blank.”.

     

    6.  Section
      18(n) of the Security Agreement is hereby deleted in its entirety and the
      following new Section 18(n) is hereby inserted in lieu thereof:

     

    “(n) the
      occurrence and continuance of (i) any Event of Default (as defined in any Note
      or other Ancillary Agreement), (ii) any Event of Default under and as defined
      in
      any of (x) that certain Secured Term Note issued by Cancable Inc., an Ontario
      corporation, to
      Laurus, dated December __, 2005 (as amended, modified or supplemented from
      time
      to time, the “2005
      Term Note”),
      (y)
      the Purchase Agreement referred to in the 2005 Term Note (as amended, modified
      or supplemented from time to time, the “2005
      Purchase Agreement”
and/or
      (z) any Related Agreement referred to in the 2005 Purchase Agreement, as each
      may be amended, modified or supplemented from time to time, (iii) any Event
      of
      Default under and as defined in any of (x) that certain Secured Convertible
      Term
      Note issued by the Borrower to the Holder, dated September 30, 2004 (as amended,
      modified or supplemented from time to time, the “2004
      Term Note”),
      (y)
      the Purchase Agreement referred to in the 2004 Term Note (as amended, modified
      or supplemented from time to time, the “2004
      Purchase Agreement”
and/or
      (z) any Related Agreement referred to in the 2004 Purchase Agreement, as each
      may be amended, modified or supplemented from time to time, and/or (iv) any
      event of default (or similar term) under any other indebtedness.”.

     

    7.  Each
      amendment set forth herein shall be effective as of the date first above written
      (the “Amendment
      Effective Date”)
      on the
      date when each of the Company, Acquisition Corp., AC Tech and Laurus shall
      have
      executed and the Company, Acquisition Corp. and AC Tech shall have delivered
      to
      Laurus its respective counterpart to this Amendment.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    8.  Except
      as
      specifically set forth in this Amendment, there are no other amendments,
      modifications or waivers to any of the Term Note, the Revolving Note, the
      Minimum Note or the Security Agreement, and all of the other forms, terms and
      provisions of the Term Note, the Revolving Note, the Minimum Note and the
      Security Agreement remain in full force and effect.

     

    9.  The
      Company hereby represents and warrants to Laurus that (i) no Event of Default
      (as defined in each of the Term Note, the Revolving Note, the Minimum Note
      and
      the Security Agreement) exists on the date hereof, both before and after giving
      effect to this Amendment, (ii) on the date hereof, both before and after giving
      effect to this Amendment, all representations, warranties and covenants made
      by
      the Company and each of its Subsidiaries in connection with the Term Note,
      the
      Revolving Note, the Minimum Note, the Security Agreement and, in each case,
      any
      agreement related thereto are true, correct and complete and (iii) on the date
      hereof, both before and after giving effect to this Amendment, all of the
      Company’s and its Subsidiaries’ covenant requirements set forth in each of the
      Term Note, the Revolving Note, the Minimum Note, the Security Agreement and,
      in
      each case, and agreement related thereto, have been met.

     

    10.  From
      and
      after the Amendment Effective Date, all references in the Term Note, the
      Revolving Note, the Minimum Note, the Security Agreement and, in each case,
      any
      agreement related thereto, to the Term Note, the Revolving Note, the Minimum
      Note and/or the Security Agreement, shall be deemed to be references to the
      Term
      Note, the Revolving Note, the Minimum Note and the Security Agreement, as the
      case may be, as modified hereby.

     

    11.  This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and their respective successors and
      permitted assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. 

     

    [THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each of
      the Company, Acquisition Corp., AC Tech and Laurus has caused this Amendment
      to
      be signed in its name effective as of the date first above written.

     

    CREATIVE
      VISTAS, INC.

     

    By: 
      /s/
      Sayan
      Navaratnam

    
      
        

      

    

    Name:
      Sayan
      Navaratnam

    Title:

     

     

    CREATIVE
      VISTAS ACQUISITION CORP.

     

    By: 
      /s/
      Sayan
      Navaratnam

    
      
        

      

    

    Name: 
      Sayan
      Navaratnam

    Title: 
      President
      and Secretary

     

     

    A.C.
      TECHNICAL SYSTEMS LTD.

     

    By: 
      /s/
      Dominic Burns

    
      
        

      

    

    Name: 
      Dominic
      Burns

    Title: 
      President
      and Secretary

     

     

    LAURUS
      MASTER FUND, LTD.

     

    By: 
      /s/
      David
      Grin

    
      
        

      

    

    Name: 
      David
      Grin

    Title: 
      Director

     

    


    
      
        
        

      

      -4-