EXHIBIT 10.4.4.1 AMENDED PROMISSORY NOTE A $1,500,000.00 April 9, 2001 Raleigh, North Carolina FOR VALUE RECEIVED, the undersigned, e-commerce support centers, inc., a North Carolina corporation (the "Company"), and a wholly-owned subsidiary of Paladyne Corp., a Delaware corporation ("Paladyne"), hereby promises to pay to the order of Gibralter Publishing, Inc., a North Carolina corporation ("Gibralter"), the principal sum of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00), or so much thereof as shall be outstanding from time to time during the term hereof. All principal and interest shall be paid and collected in immediately available funds in lawful money of the United States of America. Interest shall accrue from February 1, 2001 and continue up to and through the Maturity Date. The principal shall be due and payable in two equal installments of $750,000 each, together with accrued interest thereon. The first installment shall be due upon the Paladyne's raising a minimum of $3,000,000 in equity or convertible debt. The second installment shall be due no earlier than six (6) months after payment of the first installment, and in no event shall the second installment be due until Paladyne has had a positive cash flow for any three (3) consecutive calendar months (the "Maturity Date"). Gibralter covenants and agrees that all payments made by the Company under this Note shall be credited to reduce the amount of outstanding principal and interest due and owing hereunder. Interest hereunder shall be computed on the basis of the actual number of days elapsed in a 365-day year, and shall be calculated on the outstanding principal balance hereunder at an annual rate of interest equal to ten percent (10%) per annum. In addition to principal and interest, the Company agrees to pay all costs of collection, including, without limitation, reasonable attorneys' fees if the indebtedness evidenced hereby is collected by or through an attorney-at-law. The Company at its option may prepay the indebtedness evidenced by this Note in whole or in part without penalty or premium but with accrued interest to the date of such prepayment of the principal amount prepaid. This Note amends Promissory Note A issued on February 1, 2001 in accordance with the terms of an Agreement and Plan of Merger, dated as of December 21, 2000, and as amended (the "Merger Agreement"), among the Company, Paladyne and E-com Acquisition Corp. All capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Merger Agreement. This Note is secured by a security interest granted pursuant to a Security Agreement, dated as of the 1st day of February, 2001 (the "Security Agreement"). The following events shall constitute a default under this Note (each, a "Default"): (a) the Company's failure to pay one or more Monthly Payments when such payments are due hereunder; (b) the Company's failure to pay all outstanding and accrued but unpaid interest on the Maturity Date; or (c) a default or breach shall occur under any other promissory note, loan or credit agreement, lien instrument, or other financing document to which the Company is a party and which default or breach is not cured within any applicable grace period thereunder. In consideration of the loan evidenced by this Note, Paladyne hereby irrevocably, absolutely and unconditionally guarantees prompt payment of this Note in full, when due, whether by acceleration or otherwise, to Gibralter, its successors, endorsees, or assigns, irrespective of the genuineness, validity or enforceability of this Note, or the existence of any security for payment of this Note, pursuant to that certain Unconditional Guaranty Agreement, dated as of the 1st day of February, 2001 (the "Guaranty"). No delay or failure on the part of Gibralter or on the part of any holder of this Note in the exercise of any right, power or privilege granted under this Note, or otherwise available by agreement, at law or in equity, shall impair any such right, power or privilege or be construed as a waiver thereof. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege. No waiver shall be valid against Gibralter unless made in writing and signed by Gibralter, and then only to the extent expressly specified therein. This Note shall not be subordinated, assigned, or otherwise transferred by the Company without the prior written consent of Gibralter. Time is of the essence hereunder. This Note shall be governed by the laws of the State of North Carolina. PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED. IN WITNESS WHEREOF, the Company has caused this Note to be executed in its name and attested to by its authorized officers, and its corporate seal to be hereunto affixed, all as of the date first above written. COMPANY: E-COMMERCE SUPPORT CENTERS, INC. (a North Carolina corporation) ATTEST: By: /s/ Terrence J. Leifheit ------------------------------------ Terrence J. Leifheit, President /s/ Clifford A. Clark - - ------------------------------------ Clifford A. Clark, Secretary [CORPORATE SEAL] 2