LOAN AGREEMENT
This Agreement is made this 15th day of February, 1999 by and between Xxxx X.
Xxxxxx, Lender's Agent representing Crest Services Ltd. and Xxxx X. Xxxxxx,
Trustee FBO Xxxx X. Xxxxxx Retirement Trust (the "Lender") and Amalgamated
Explorations, Inc. (the "Company") for the purpose of setting forth the terms
and conditions upon which the Lender will advance funds to the Company.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
I . The Lender agrees to advance up to $450,000 to the Company in accordance
with the form of Promissory Note attached as Exhibit A.
2. Any advances against the Note will be secured by all assets of the Company
pursuant to the form of Security Agreement attached as Exhibit B. A UCC
financing statement pertaining to the Company's personal property will be filed
in Colorado, Wyoming, Nevada and Montana. Mortgages and/or deeds of trust
pertaining to the Company's oil, gas and mining properties will be filed in
such states with the applicable county clerks and recorders.
3. The Company agrees to issue to the Lender a warrant, in the form attached as
Exhibit C, to purchase one share of the Company's common stock for each two
dollars of principal advanced. The warrant will have an initial exercise price
of $0.50 per share and will be exercisable at any time prior to December 31,
2000.
4. The Company agrees to appoint Xxxx X. Xxxxxx as Chairman of the Board of
Directors of the Company and MSP Technologies. The compensation of $8,000 per
month payable to Milestone Capital as contemplated in the term sheet for the
$4.5 million equity financing between the Company and Milestone Capital will be
deferred pending the closing of the equity capital financing. Expenses
accumulated to date by Resing and Seed & Xxxxx (approximately $30,000) will be
paid from the first advance against the Note.
5, The Company and MSP waive the conflicts inherent in Resing's role and
transactions in the future contemplated by the term sheet and the corporate
opportunity doctrine applied to any of Resing's business opportunities,
disclosed or undisclosed, that may have arisen prior to February 16, 1999 and
his duty to represent the lenders in this transaction.
The addresses of the parties are:
Xxxx X. Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000
V: (000) 000 0000
F: (000) 000 0000
Crest Services, Ltd.
c/o Xxx Xxxxxxxx
0000 Xxxxxxxxx Xx. Xxxxx 000
Xxx Xxxxx XX 00000
V: (000) 000 0000
F: (000) 000 0000
AGREED TO AND ACCEPTED
XXXX X. XXXXXX, LENDER'S AGENT
REPRESENTING CREST SERVICE, LTD.
By: /S/
--------------------------------
XXXX X. XXXXXX
XXXX X. XXXXXX, FBO XXXX X. XXXXXX
RETIREMENT TRUST
By: /S/
--------------------------------
XXXX X. XXXXXX
AMALGAMATED EXPLORATIONS, INC.
By: /S/
--------------------------------
XXXXXXXXX XXXXX, PRESIDENT
