exh10-1_082309.htm


    Exhibit
10.1

     

    AMENDMENT TO AGREEMENT

    


    This Amendment to the Unsecured
Promissory Note, as of August 23, 2009, is made by and between Mr. William
Plummer et al (hereinafter referred to as the “Maker”) and United eSystems, Inc.
(”Debtor”) who hereby agree as follows:

    


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

    


    WHEREAS, the Maker and Debtor
desire to amend the Agreement to modify certain terms and dates included in the
original Agreement;

    


    NOW, THEREFORE, for and in
consideration of the foregoing, the mutual covenants and agreements herein
contained and other good and valuable consideration, Debtor and Maker hereby
mutually enter into this Amendment to the Agreement as follows:

    


    
      	
              1.  

            	
              In
      lieu of the scheduled payment due under the original Agreement through the
      date of this Agreement, Maker agrees to allow Debtor to make one payment
      of $30,000.00 upon execution of this Amendment, which shall be applied to
      the outstanding principal balance.  Maker will allow Debtor to
      make monthly interest payments thereafter computed on the then outstanding
      principal balance, and based upon the rate of interest stated in the
      Agreement, commencing September 23, 2009.  The remaining
      principal payment of $150,000.00 shall not be due under the Agreement
      until Maker notifies Debtor otherwise upon thirty (30) days advance
      written notice.

            


    

    


    
      	
              2.  

            	
              Although
      Maker’s Promissory Note is unsecured and subordinate to the Thermo Credit
      Note and the Sorrentino Note, upon execution of the Agreement, Debtor
      agrees to file a UCC-1 (with permission of Thermo Credit and Sorrentino)
      in favor of Maker so that once the Thermo Credit and Sorrentino Notes have
      been extinguished, Maker’s Note shall have a secured first position on the
      Assets of the Debtor.

            


    

    


    
      	
              3.  

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

            


    

    


    
      	
              4.  

            	
              Debtor
      hereby certifies that:

            


    

    


    
      	
              a.  

            	
              all
      of the representations and warranties contained in the Agreement are true
      and correct as of the date thereof;

            


    

    
      	
              b.  

            	
              the
      Debtor is not in default under the
Agreement;

            


    

    
      	
              c.  

            	
              no
      event of default has occurred and is
continuing;

            


    

    
      	
              d.  

            	
              Debtor
      has not breached any covenant contained in the Agreement;
    and

            


    

    
      	
              e.  

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

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              5.  

            	
              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.

    


    


    William Plummer, et al.

    


    By: /s/ William Plummer


                Name: William
Plummer

    Title: Individual and on behalf of
others

    


    


    DEBTOR

    UNITED ESYSTEMS, INC.

    


    By: /s/ Walter Reid Green,
Jr.


                Name: Walter Reid
Green, Jr.

    Title: Chief Executive
Officer