Unassociated Document


    
       

      Exhibit
        10.1 

      


      THIS
        NOTE
        HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
        (THE
“SECURITIES
        ACT”),
        OR
        THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
        AND
        MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
        OR
        PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
        SUCH
        ACT AND SUCH LAWS

       

      BERMAN
        CENTER, INC.

      


      AMENDMENT
        NO. 1 TO SECURED CONVERTIBLE PROMISSORY NOTE

      


      This
        Amendment No. 1 (this “Amendment”),
        dated
        May 24, 2007, amends that certain Secured Convertible Promissory Note pursuant
        to which Berman Center, Inc. (the “Company”)
        borrowed from Hunter Fund LTD (the “Holder”)
        the
        aggregate principal amount of $225,000 dated as of March 7, 2007 (the
“Note”).
        All
        capitalized terms used herein and not defined shall have the meanings given
        to
        them in the Note.

      


      RECITALS:

      


      WHEREAS,
        the
        Company entered into the Note issued to the Holder pursuant to which the
        Company
        promised to pay the Holder the principal sum of Two Hundred Twenty-Five Thousand
        Dollars ($225,000.00), with interest at the rate of fifteen percent (15%)
        per
        annum; 

       

      WHEREAS,
        Section
        16 of the Note states that the Note may be modified or amended by an agreement
        in writing signed by the parties; and 

       

      WHEREAS,
        the
        Holder wishes to loan to the Company, and the Company wishes to borrow, an
        additional Sixty Thousand Dollars ($60,000.00) (“Additional
        Loan Amount”)
        under
        the same terms and conditions of the Note for legal costs and expenses,
        including without limitation, expenses arising from the Company’s preparation,
        filing, and declaration of effectiveness by the Securities and Exchange
        Commission of a registration statement to be filed by the Company that will
        register, among other securities, shares that may be issued upon conversion
        of
        the Note.

       

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

       

      1.  The
        Company promises to pay to the Holder the principal sum of the Additional
        Loan
        Amount with interest from the date hereof at the rate of fifteen percent
        (15%)
        per annum on the unpaid balance hereof until paid.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.  The
        Company and Holder agree that the Additional Loan Amount shall be subject
        to the
        same terms and conditions of the Note, a copy of which is attached hereto
        as
Exhibit
        A,
        including, but not limited to, the Due Date, Default Rate, Conversion,
        registration rights, the first priority security interest in all assets of
        the
        Subsidiary, indemnification rights, and all other terms and conditions of
        the
        Note; provided
        that, however,
        the
        Company, pursuant to the last sentence of Section 11 to the Note, shall only
        be
        obligated to (i) make a one-time payment of an aggregate fee amount equal
        to
        $10,000 to the placement agent, Hunter World Markets, Inc., and (ii) issue
        an
        aggregate of 213,333 shares of the Company’s common stock to Hunter World
        Markets, Inc. and/or its designees in connection with the execution of this
        Amendment.

      


      3.  Holder
        shall have the rights of a secured party under the Uniform Commercial Code
        for
        the Additional Loan Amount, and to effect the foregoing, each of the Company
        and
        the Subsidiary agrees to execute promptly such additional security documentation
        as Holder may request and hereby authorizes Holder to file financing and
        other
        statements as Holder deems advisable to perfect the first priority security
        interest granted herein.

      


      4.  The
        Company and Holder make the same representations and warranties as contained
        in
        the Note as of the date of this Amendment No. 1.

      


      5.  Except
        as
        amended herein, the Note shall remain in full force and effect.

      


      6.  This
        Amendment may be executed in any number of facsimile counterparts, each of
        which
        shall be an original, but which together constitute one and the same instrument.
        This Amendment may be executed and delivered by facsimile.

      


      [SIGNATURE
        PAGE TO FOLLOW]

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the Company and Holder have executed this Amendment No.
        1 to
        the Secured Convertible Promissory Note as of the date first written
        above.

       

      


      
        	 	
                BERMAN
                  CENTER, INC.,

              
	 	 
	 	 
	 	
                /s/
                  Laura A.C. Berman

              	 
	 	By:
                	
                Laura
                  A.C. Berman, LCSW, Ph.D.

              	 
	 	Its:	
                Chief
                  Executive Officer and President 

              	 
	 	
                Address: 
                   211
                  East Ontario, Suite 800

                Chicago,
                  Illinois 60611

              	 


      

       

       

      
        	
              	
                
                  BERMAN
                    HEALTH & MEDIA,
                    INC.,

                

              
	 	 
	 	 
	 	
                /s/
                  Laura A.C. Berman

              	 
	 	By:
                	
                Laura
                  A.C. Berman, LCSW, Ph.D.

              	 
	 	Its:	
                Chief
                  Executive Officer and President 

              	 
	 	
                Address: 
                   211
                  East Ontario, Suite 800

                Chicago,
                  Illinois 60611

              	 


      

       

       

      
        	
              	
                
                  
                    HUNTER
                      FUND LTD.,

                  

                

              
	 	 
	 	 
	 	
                
                  /s/
                    Todd Ficeto

                

              	 
	 	By:
                	
                Todd
                  Ficeto

              	 
	 	Its:	
                President 

              	 
	 	
                
                  
                    Address: 
                       Hunter
                      Fund Ltd.

                    9300
                      Wilshire Blvd.  

                    Penthouse
                      Suite 

                    Beverly
                      Hills, CA 90212 

                  

                

              	 


      

       

      
        
           

        

        
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