1ST AMENDEMENT TO THE 7% NOTES DUE MAY 31, 2008



AMENDMENT TO LOAN TRANSACTION AGREEMENT




THIS
AMENDMENT TO LOAN TRANSACTION AGREEMENT (the “Amendment”) is made and entered
into effective as of the 29th day of December, 2008, by and between Silvergraph
International, Inc. (the “Company”) and the undersigned holders of promissory
notes referenced below (the “Holders”), upon the following premises:




A.

Holders
are the holders of certain 7% Convertible Promissory Notes dated January 25,
2008 (the “Notes”) which were purchased from the Company pursuant to the terms
of a Subscription Agreement and Security Agreement of the same date.
  




B.

The
obligations represented by the Notes have been amended by a 1st
Amendment to the 7% Notes due May 31, 2008, dated May 31, 2008; a 2nd
Amendment to the 7% Notes Due June 30, 2008, dated June 20, 2008; and a
3rd Amendment to the 7% Notes due August 31, 2008, dated August 31,
2008; a 4th Amendment to the 7% Notes due October 31, 2008, and; a
5th Amendment to the 7% Notes due December 15, 2008 (the “Prior
Amendments”) which are incorporated herein by reference.   For
purposes of this Amendment, the Notes, Subscription Agreement and Security
Agreement, as amended by the Prior Amendments, are hereby collectively referred
to as the “Bridge Loan Agreement.”   




C.

Under
the terms of the Bridge Loan Agreement, the Maturity Date of the Notes is
December 15, 2008.    




D.

The
Company has asked for, and the Holders have agreed to provide, an extension to
the Maturity Date.   As consideration for such extension, the Company
has agreed to grant to Holders shares of common stock of the Company.  




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




1.

Section
2.0 of the Note entitled Maturity. The Maturity Date for the Notes is hereby
extended from December 15, 2008, to January 31, 2008. 




2.

Cooperation.
 Each of the Parties to this Amendment agree to execute such documents and
take such further action as may be necessary to carry out the objectives of this
Amendment.  In addition, the Company covenants to take all reasonable steps
to comply with the terms of the Bridge Loan Agreement.




3.

Scope
of Amendment.  Except as amended above, the terms contained in the
Bridge Loan Agreement (including the Prior Amendments) shall remain the same and
in full force and effect.   




[Signature page follows]





Amendment to Loan Transaction Agreement

Page
1

_______________________________________________________________________________________


 

 

 

 

IN
WITNESS WHEREOF, this Amendment has been executed and delivered on the date
hereof by the duly authorized representative of the Company and the Holders.




COMPANY:




SILVERGRAPH
INTERNATIONAL, INC.

 

By:

/s/
James R. Simpson

Name:

James
R. Simpson

Title:

Chief
Executive Officer

Date:

12/15/2008




HOLDERS:




ANTAEUS CAPITAL
PARTNERS, LLC




By:


/s/
Cesar Moya

Name:


Cesar
Moya

Title:

Authorized
Signatory

Date:


12/29/2008




THOMAS G.
SCHUSTER




/s/
Thomas G. Schuster

Name:

Thomas
G. Schuster

Date:

12/19/2008




ROBERT
J. NEBORSKY M.D. INC. 

COMBINATION RETIREMENT TRUST

 

By:


/s/
Robert J. Neborsky

Name: Robert J.
Neborsky

Title:

Authorized
Signatory

Date:


12/23/2008











Amendment to Loan Transaction Agreement

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