exh10-1_052709.htm

Exhibit
10.1

    


    AMENDMENT TO
AGREEMENTS

    


    This Amendment to the Security
Agreement and related Promissory Note, as of May 27, 2009, is made by and
between Robert J. Sorrentino (hereinafter referred to as the “Secured Party”)
and United eSystems, Inc. who hereby agree as follows:

    


    WHEREAS, Secured Party and
Debtor entered into a Security Agreement and a Promissory Note (hereinafter the
“Agreements”) dated as of August 22, 2008 (all capitalized terms not otherwise
defined herein shall have the meaning set forth in the Agreements);

    


    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.

            	
              In
      lieu of all scheduled payments due under the original Agreements through
      the date of this Amendment, Maker agrees to allow Debtor to make one
      payment of $15,350.00 upon execution of this Amendment, which shall be
      applied to the outstanding principal balance.  Maker will allow
      Debtor to continue to make monthly payments thereafter of $7,675.00,
      commencing May 31, 2009, and such payments shall be applied to the
      outstanding principal balance, until repaid in full, or until Maker
      notifies Debtor otherwise upon thirty (30) days advance written
      notice.  Once Maker notifies Debtor that such reduced payments
      will no longer be accepted by Maker, the next scheduled monthly payment
      amount then due from Debtor will be recalculated in an amount
      sufficient to repay the entire outstanding principal balance in
      equal monthly installments over the months then remaining until
      February 28, 2011.

            


    

    


    
      	
               
      

            	
              2.

            	
              All
      payments under this Amendment may be made within five (5) business days of
      the due date without penalty or
default.

            


    

    


    
      	
               
      

            	
              3.

            	
              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

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              e.

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

            


    

    


    
      	
               
      

            	
              4.

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

            


    

    


    


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

    


    


    SECURED PARTY:

    Robert J. Sorrentino

    


    By: /s/ Robert J.
Sorrentino

    


    Name:  Robert J.
Sorrentino

    Title:    Individual

    


    


    DEBTOR:

    UNITED ESYSTEMS, INC.

    


    By:/s/ Walter Reid Green,
Jr.

    


    Name: Walter Reid Green,
Jr.

    Title: Chief Executive
Officer

     

     

     

    2