ex44.htm


     

    Exhibit
      4.4


    =================================================================

    


    


    AGREEMENT
      AMENDING PROMISSORY NOTE DATED (date) EXECUTED BY

    METASWARM
      CORPORATION, PAYABLE TO (name)

    


    


    AMONG

    


    (name)

    and

    METASwarm
      Corporation

    Executed
      (date)

    


    


    


    =================================================================

    


    THIS
      AGREEMENT AMENDING PROMISSORY NOTE
      is entered into on this xxx day
      of
      (month) (year) (this "Agreement"), by and among METASwarm Corporation., a Nevada
      corporation ("Borrower"), and xxxx, ("Lender").

    


    


    RECITALS

    


    WHEREAS,
      on or about the xxx day of
      (month) (year), Borrower executed that certain Promissory Note payable to Lender
      in the original principal amount of xxx dollars ($xxx.00) (Hereinafter the
      "Existing Note"); and

    


    WHEREAS,
      In connection with execution
      of the Existing Note, Borrower agreed to provide for Conversion of the Existing
      Note into Preferred Shares of Stock of Borrower at Lender’s option or to pay the
      note in full; and

    


    WHEREAS,
      in consideration of Lender's
      agreement to waive certain conditions of the Existing Note, Borrower and Lender
      have agreed to (i) convert the Existing Note into xxx shares of restricted
      common stock of the Borrower; and

    


    WHEREAS,
      it is the intention of the
      Borrower and the Lender that the terms and other provisions of this Agreement
      supersede all terms and conditions of the Existing Note; and

    


    WHEREAS,
      it is the desire of the
      Borrower and Lender to amend the Existing Note to allow immediate conversion
      into restricted Common Stock of Borrower as satisfaction and payment in full
      of
      Existing Note.

    


    AGREEMENT

    


    NOW,
      THEREFORE, for and in
      consideration of the mutual covenants and agreements set forth in this
      Agreement, and for other good and valuable consideration, the receipt, and
      adequacy of which are hereby acknowledged by all parties hereto, Borrower and
      Lender agree to amend and restate the Existing Note provisions as set forth
      hereinbelow.

    


    1.
      Acknowledgement of obligations under
      Existing Note. Borrower hereby acknowledges and agrees that Lender funded to
      Borrower the Principal Amount (as defined in the Existing Note and having the
      same meaning when used herein) of the Existing Note, that Borrower actually
      received the Principal Amount from Lender and that Borrower has not repaid
      any
      portion of the Principal Amount nor any installment of interest due thereon
      to
      Lender. Borrower further acknowledges and agrees that the Existing Note,
      inclusive of the Principal Amount and all interest accrued thereon from the
      date
      of the execution thereof through the date hereof remains unpaid, constitutes
      a
      valid and existing debt obligation of Borrower, that Borrower has no defenses
      to
      its obligation to pay the Principal Amount and all interest accrued thereon
      from
      the date of the execution thereof through the date hereof and that Borrower
      has
      no right to any offsets or other deductions therefrom.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    2.
      Upon execution of this Agreement by
      Borrower and Lender, Borrower shall issue xxx shares of restricted Common Stock
      of Borrower to Lender and the debt evidence by the Existing Note shall then
      be
      considered paid in full with no further recourse.

    


    3.   MISCELLANEOUS.

    


    3.1
      Entire Agreement.  This
      Agreement constitutes the complete agreement between the parties with respect
      to
      the subject matter hereof and thereof, supersedes all prior agreements,
      commitments, understandings, or inducements (either oral or written, expressed
      or implied) and may not be modified, altered, or amended except by a written
      agreement signed by Lender and Borrower as applicable. Each party to this
      Agreement acknowledges that no representations, inducements, or agreements,
      oral
      or otherwise, have been made by any party, or anyone acting on behalf of such
      party, which are not embodied herein, and no other agreement, statement or
      promise not contained in the Existing Note as amended by this Agreement shall
      be
      valid or binding. The parties hereto have had an opportunity to consult with
      their respective attorneys concerning the meaning and the import of this
      Agreement and each has read this Agreement, as signified by their signatures
      below, and is executing the same for the purposes and consideration herein
      expressed.

    


    3.2
      Notices. Any notice or other
      communication required or permitted to be given hereunder shall be in writing
      and shall be deemed to have been received (a) upon hand delivery (receipt
      acknowledged) or facsimile (with transmission confirmation report) at the
      address or number designated below (if delivered on a business day during normal
      business hours where such notice is to be received), or the first business
      day
      following such delivery (if delivered on a business day after during normal
      business hours where such notice is to be received); or (b) on the business
      day
      following the date of mailing by express courier service, fully prepaid,
      addressed to such address, or upon actual receipt of such mailing, whichever
      shall first occur. The addresses for such communications shall be:

    


         If
      to LENDER:

    


    (name)

    (address)

    (city,
      state zip)

    


         If
      to BORROWER:

    


    METASwarm
      Corporation

    530
      S. Lake Ave., #186

    Pasadena,
      CA 91101

    


    


    Any
      party may require any other party
      to serve notices in accordance with this Section at a different address or
      directed to another person for receipt of notices, if such party so designates
      such other person or address in writing delivered to every other party in
      accordance with this Paragraph.

    


    3.3
      Successors and Assigns. The
      Existing Loan Agreement as amended by this Agreement shall be binding upon,
      and
      shall inure to the benefit of, Borrower, Lender and their respective successors
      and permitted assigns, except as otherwise provided herein or therein. Borrower
      shall not assign, transfer, hypothecate, or otherwise convey its rights,
      benefits, obligations, or duties under the Existing Loan Agreement as amended
      by
      this Agreement without the prior written consent of Lender. Any such purported
      assignment, transfer, hypothecation, or other conveyance by Borrower without
      the
      prior express written consent of Lender shall be void. The terms and provisions
      of the Existing Loan Agreement as amended by this Agreement, and the other
      documents and agreements executed in furtherance thereof are for the purpose
      of
      defining the relative rights and obligations of Borrower and Lender with respect
      to the transactions contemplated hereby and thereby, and there shall be no
      third
      party beneficiaries of any of the terms and provisions of any of such agreements
      or documents. Lender reserves the right at any time to create and sell in its
      entirety or a participation in any portion of the Existing Loan Agreement as
      amended by this Agreement and to sell, transfer or assign any or all of its
      right, title or interest in and to the same, and Borrower consents to Lender's
      sale of any participations in, at any time or times, the Existing Loan Agreement
      as amended by this Agreement or of any portion thereof or interest therein,
      including Lender's rights, title, interests, remedies, powers, or duties
      thereunder, whether evidenced by a writing or not, and to the sale, assignment
      and transfer of any or all of its right, title or interest in and to the
      Existing Loan Agreement as amended by this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    3.4
      Presumption against Scrivener. No
      provision of this Agreement shall be construed against or interpreted to the
      disadvantage of any party hereto by any court or other governmental or judicial
      authority by reason of such party's having or being deemed to have structured,
      drafted or dictated such provision.

    


    3.5
      Law Governing Agreement. This
      Agreement is made and entered into and is to be at least partially performed
      in
      Clark County, Nevada. It shall be interpreted, construed and enforced and its
      construction and performance shall be governed by the laws of the State of
      Nevada applicable to agreements made and to be performed entirely within such
      State without regard to principles of conflicts of laws, except to the extent
      that federal law may apply.

    


    3.6.
      Partial Invalidity. Each part of
      this Agreement is intended to be separate. If any term, covenant, condition
      or
      provision hereof is illegal or invalid or unenforceable for any reason
      whatsoever, such illegality, invalidity or unenforceability shall not affect
      the
      legality, validity or enforceability of the remaining parts of this Agreement
      and all such remaining parts hereto shall not be impaired or invalidated in
      any
      way, but shall be legal, valid and enforceable and have full force and effect
      as
      if the illegal, invalid, unenforceable part has not been included.

    


    3.7
      Variations in Pronouns. Wherever
      the context shall so require, all words herein in the male gender shall be
      deemed to include the female or neuter gender and vice versa, all singular
      words
      shall include the plural, and all plural words shall include the singular.
      All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

    


    3.8.
      Execution and Counterparts. This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed to be an original, and all of which
      taken
      together shall constitute but one and the same instrument. Delivery of an
      executed counterpart of a signature page to this Agreement to any other Loan
      Document by facsimile transmission shall be effective as delivery of a manually
      executed counterpart thereof.

    


    3.9
      Headings. The headings used in this
      Agreement are for administrative purposes only and do not constitute substantive
      matter to be considered in construing the terms and shall not affect the
      interpretation of this Agreement. All references herein to Sections, Paragraphs,
      subsections, and clauses, shall be deemed references to such parts of this
      Agreement, unless the context shall otherwise require. A reference to an article
      or section will mean an article or section in this Agreement, unless otherwise
      explicitly set forth. The titles and headings in this Agreement are for
      reference purposes only and will not in any manner limit the construction of
      this Agreement. For the purposes of such construction, this Agreement will
      be
      considered as a whole. The terms "including" and "include" as used in this
      Agreement will be deemed to include the phrase "without
      limitation."

    


    3.10
      Attorney's Fees and Costs. If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys'
      fees, costs, and necessary disbursements from the offending party, in addition
      to any other relief to which it may be entitled.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    3.11
      Further Assurances. At any time
      and from time to time after the date hereof, at the request of Lender, and
      without further consideration, Borrower will execute and deliver such other
      and
      further instruments and documents, and take such other action as Lender may
      reasonably deem necessary, convenient or desirable in order to more effectively
      assist Lender in exercising its rights with respect hereto, and realizing the
      benefits created by this Agreement.

    


    IN
      WITNESS WHEREOF, the undersigned
      have duly executed this Agreement on this xxx day
      of
      (month) (year), as evidenced by their respective signatures below.

    


    


    


    


    BORROWER:

    


    METASWARM
      CORPORATION

     

    _________________________________

    By:  MARVIN
      SHANNON

    Its:  CEO

    


    


    


    


    LENDER:

    


    (name)

    


    _________________________________

    
 

     

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