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Exhibit 10(ii)
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AMENDMENT TO PROMISSORY NOTE
This Amendment to that certain Promissory Note ("Note") dated July 28,
2000 between equip2move.com, Inc. ("Maker"), Enviro-Clean of America, Inc.
("Payee"), is entered into effective this 31st day of October, 2000 by and
between the Maker and Payee.
WITNESSETH
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WHEREAS, the Payee and the Maker both desire to amend certain terms of the
Note as set forth in detail herein; and
WHEREAS, the Payee and the Maker intend that all of the terms and
conditions of the Note remain in full force and effect, except as specifically
amended and/or restated herein;
NOW, THEREFORE, in consideration of the recitals and the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Payee and the
Maker hereby agree as follows:
I. The introductory paragraph of the Note is hereby amended and restated in
its entirety as follows:
"equip2move.com Corporation, a Delaware corporation (the "Company"),
the principal office of which is located c/o Koster Industries Inc., 555
Broadhollow Road, Melville, New York 11747, hereby promises to pay to
Enviro-Clean of America, Inc., a Nevada corporation, or its assigns (the
"Payee"), the principal amount of ONE MILLION DOLLARS ($1,000,000) (the
"Principal"), plus interest (calculated on the basis of a year of 365 days and
actual days elapsed) on the unpaid Principal of this Convertible Promissory Note
(the "Note") until such Principal has been paid in full, at the Prime Rate.
"Prime Rate" means the rate of interest publicly announced by Bank of America
(or its successor) as its prime lending rate. Amount(s) of the Principal shall
be deemed outstanding as of the date of this Note, and the outstanding balance
hereof shall be due and payable either: (i) in full by December 1, 2000 (the
"First Maturity Date"), if the Company has raised an aggregate of at least
$1,000,000 in capital (the "July to December Financing"); provided that all
capital received by the Company from the July to December Financing is
immediately due and payable to Payee as the Company receives such capital, or
(ii) if the aggregate total of the July to December Financing is less than
$1,000,000, then the total amount due by the First Maturity Date shall equal the
aggregate amount of the July to December Financing which shall be paid to the
Payee as it is received by the Company and the remaining balance under this Note
shall be due and payable on February 1, 2001 (the "Final Maturity Date"), as
described in Section 1 below. A check or checks for all payments hereunder shall
be delivered to the Payee at the address for such payments designated in writing
by the Payee to the Company. The Company may prepay all or any part of the
principal amount of this Note, together with accrued interest on the Principal
amount so prepaid,
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at any time without premium or penalty. This Note shall be senior in repayment
to all other obligations of the Company."
II. As consideration for the extension of the First Maturity Date by the Maker
from November 1, 2000 to December 1, 2000, the Payee agrees to pay to the
Maker an extension penalty charge equal to the amount of interest on the
Principal due and payable by the Maker for the period from November 1, 2000
to the First Maturity Date; provided, however, that if the Principal and
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Interest due on the Note is not paid in full by the First Maturity Date,
this Paragraph 2 to the Amendment to the Note shall not be applied.
EXECUTED this 31st day of October, 2000.
Equip2move.com, Inc Enviro-Clean of America, Inc.
By: By:
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Russell Koster, Richard Kandel,
President Chief Executive Officer
