EXHIBIT 4.2
CONVERTIBLE PROMISSORY AGREEMENT
$60,000 Date: January 30, 2002
This Agreement by and between, PARACELSIAN, INC., a Delaware corporation
with an address at 222 Langmuir Laboratories, Cornell Technology Park, Xxxxxx,
XX 00000 (hereinafter called "Company") and Acquisitions Consulting Corp. or its
assigns with an address at c/o Team Management, X.X. Xxx 0000, Xxxxx, Xxxxx
00000 hereinafter called "Note Holder").
WITNESSETH:
WHEREAS, Note Holder is willing to lend Company the aggregate sum of Sixty
Thousand Dollars ($60,000) as evidenced by this Promissory Agreement
(hereinafter called "Note").
In consideration of the mutual covenants and conditions herein contained, the
parties hereby agree, represent and warrant as follows:
A. The Company authorizes the issuance of this Note in the aggregate
principal amount of $60,000 to be dated January 30, 2002, to mature in
six months on July 29, 2002, on which date all principal and interest
will be paid in full, and to bear interest on any unpaid principal
thereof at the rate fifteen percent (15%) per annum until maturity.
Interest will be paid monthly on the thirtieth (30th) of each month.
B. The Note Holder at any time up to and including the maturity date but
not thereafter may convert the Note into as many shares of Restricted
Common Stock of the Company as the principal and any accrued interest
of the Note so converted in a multiple of $0.25 per share, and upon
surrender of this Agreement representing the Note to the Company at
its principal office.
C. No fractional share of Common Stock shall be issued upon conversion of
the Note. Upon conversion of the Note, the Company shall pay any
remaining accrued and unpaid interest and principal to the Note
Holder.
D. In case the Company shall at any time divide its outstanding shares of
Common Stock into a greater number of shares, the conversion price in
effect immediately prior to such subdivision should be proportionately
reduced, and, conversely, in the case of outstanding shares of Common
Stock of the Company shall be combined into a smaller number of
shares, the actual conversion price in effect immediately prior to
such combination shall be proportionately increased.
E. This Agreement may not be modified, amended or terminated except by
written agreement executed by all the parties hereto.
IN WITNESS THEREOF, this Note has been duly executed on the day and year first
above written.
PARACELSIAN, INC.
By: /s/ XxxxXxxxx Xxxxx
------------------------------------
President & CEO
[Corporate Seal]
Attest:
/s/ Xxxx X. Xxxxxx Secretary
----------------------------------
I, T. Xxxxx Xxxxxxxx, residing at 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000 will
guarantee payment of principal, any interest and other costs related to payment
of $30,000 of this Promissory Agreement between Paracelsian, Inc. and
Acquisitions Consulting, Inc.
/s/ T. Xxxxx Xxxxxxxx
-----------------------------------------
T. Xxxxx Xxxxxxxx
I, XxxxXxxxx Xxxxx, residing at 00 Xxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 will
guarantee payment of principal, any interest and other costs related to payment
of $30,000 of this Promissory Agreement between Paracelsian, Inc. and
Acquisitions Consulting, Inc.
/s/ Xxxxxxxxx Xxxxx
-----------------------------------------
XxxxXxxxx Xxxxx
- 2 -
