EXHIBIT 99.8
FULL CANCELLATION OF INDEBTEDNESS
This full cancellation of indebtedness (this "Cancellation")
is entered into effective as of April 26, 2001, by and between 4-D
Neuroimaging, a California corporation based in San Diego, California
("Borrower"), and AMALDOS, S.A., a company based in Burgos, Spain
("Lender").
WHEREAS, Lender entered into a loan agreement with Borrower on
or about April 15, 2001 for an amount of US$6,802 (the
"Loan"), and
WHEREAS, Lender has agreed to accept Borrower's common stock
as payment in full for the remaining principal balance and all
accrued interest outstanding under the Loans on the terms and
conditions set forth below, and
WHEREAS, in connection with this Cancellation, Lender has
entered into that certain Common Stock Purchase Agreement of
even date herewith (the "Purchase Agreement") by and between
Borrower, Lender and certain other investors, pursuant to
which Lender will receive 32,452 shares of Borrower's common
stock.
NOW, THEREFORE, Lender and Borrower represent and agree as
follows:
Lender hereby accepts as full and final payment of
all principal and accrued interest outstanding under the Loan
32,452 shares of Borrower's common stock pursuant to the
Purchase Agreement.
Lender agrees to xxxx as cancelled and to return all evidences
of indebtedness of Borrower including, but not limited to, the
loan agreements evidencing the Loan.
Lender represents and warrants that Lender has not assigned,
pledged or otherwise transferred the Loan or any rights
thereunder to any third party and agrees to indemnify Borrower
against any and all claims by third parties asserting any
right to payment pursuant to such Loans.
Lender represents that it is duly authorized to enter into
this Cancellation, that this Cancellation is a binding
obligation of Lender, enforceable against Lender in accordance
with its terms, and that no governmental or other third party
consent is required to approve the transactions contemplated
hereby.
This Cancellation and any dispute, including without
limitation any arbitration, arising from the performance or breach of
this Cancellation shall be governed by and construed and enforced in
accordance with the laws of the state of California, without reference
to conflicts of laws principles. Both parties hereby submit to the
jurisdiction of the state and federal courts sitting in the state of
California, to the exclusion of any other courts which might have
jurisdiction apart from this provision.
IN WITNESS WHEREOF, this Cancellation has been executed by the
persons below as of the date first indicated above, each person being
the duly appointed representative of the respective Parties.
/s/ Xxxx X. Concejo /s/ D. Xxxxx Xxxxxxxx
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Name: Xxxx X. Concejo D. Xxxxx Xxxxxxxx, President & CEO
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Duly Authorized Officer 4-D Neuroimaging
AMALDOS, S.A. Borrower
Lender
