Exhibit 10.1
THE SECURITIES
TO WHICH THIS AMENDMENT APPLIES, AND THE UNDERLYING SHARES TO WHICH
THE PROMISSORY NOTE IS CONVERTIBLE INTO, HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGS1TRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF
SUCH ACT
AMENDMENT TO
JAYHAWK ENERGY, INC.
CONVERTIBLE PROMISSORY
NOTE
THIS AMENDMENT, made effective this
30 th
day of July, 2009, amends and
modifies that certain Convertible Promissory Note dated July 30,
2008 in the original principal amount of .eight hundred thousand
and no/100 dollars ($800,000.00) (the " Note ") payable to
Starshell Consultants Ltd. (the " Holder "). A copy of the
Note is attached hereto.
Jayhawk Energy, Inc. (the "
Maker ") executed and delivered the Note in connection with
the extension of a loan in said a