As to the First Amendment, except for
assignment by operation of law, and as to the Note, except for provisions
contained therein said Note, this First Amendment and that certain Note
underlying this First Amendment may not be assigned without the express written
consent of both Parties of and to that certain Note and to this First Amendment.
First Amendment to Troso Promissory Note, August 4, 2006, Page 2 of 3
Cartoon Acquisition, Inc., Form 8-K Current Report dated September 8, 2006
Exhibit 10.5
(Reproduction of) Form of Amendment to Hudson Note
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THE
PARTIES RESPECTIVELY ACKNOWLEDGE AND AGREE THAT NONE OF THEM HAVE MADE ANY
REPRESENTATION WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY
REPRESENTATIONS INCLUDING ITS EXECUTION AND DELIVERY EXCEPT THOSE SPECIFICALLY
SET FORTH HEREIN. EACH OF THE PARTIES ACKNOWLEDGES THAT EACH SUCH PARTY HAS
RELIED ON ITS OWN JUDGMENT IN ENTERING INTO THIS AGREEMENT. THE PARTIES HAVE
BEEN PROVIDED AN OPPORTUNITY TO REVIEW THIS AGREEMENT WITH AN ATTORNEY OF THEIR
OWN CHOOSING, AND TO SEEK CONSULTATION WITH OTHER PROFESSIONALS TO DETERMINE THE
SUITABILITY OF THE AGREEMENT BEFORE EXECUTING IT. EACH PARTY ACKNOWLEDGES THAT
IT HAS READ THIS AGREEMENT, REFERRED TO HEREINABOVE AS THE "FIRST AMENDMENT",
AND UNDERSTANDS THE MEANING AND EFFECT OF THIS AGREEMENT. THIS AGREEMENT IS
BINDING UPON THE PARTIES AND REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. THERE IS NO OTHER ORAL OR WRITTEN AGREEMENT OR UNDERSTANDING BETWEEN
THE PARTIES.
IN WITNESS WHEREOF, the Parties, in their respective capacities as
individuals, have affixed their signatures and delivered this First Amendment to
one another on the date first above written.
RANDOLPH S. HUDSON
("Maker")
/s/ Randolph S. Hudson
____________________________________________
Randolph S. Hudson, as an individual
MICHAEL H. TROSO
("Holder")
____________________________________________
Michael H. Troso, as an individual
First Amendment to Troso Promissory Note, August 4, 2006, Page 3 of 3