Loan Guarantee & Indemnity Agreement
This loan guarantee and indemnity agreement is entered into by and
among American Internet Technical Center, a Florida corporation with an office
address at 000 Xxxx Xxxxxx Xxxx, Xxxxx 000; Xxxxxxx Xxxxx, Xxxxxxx 00000
("American Internet"); AmeriNet Xxxxx.xxx, inc., a Delaware corporation with a
class of securities registered under Section 12 of the Securities Exchange Act
of 1934, as amended formerly operating as Equity Growth Systems, inc.
("AmeriNet" and the "Exchange Act," respectively); and, The Yankee Companies,
Inc., a Florida corporation ("Yankees")
Preamble:
WHEREAS, American Internet is a wholly owned subsidiary of AmeriNet and
requires unexpected interim capital; and
WHEREAS, Xcel Associates, inc., a New Jersey corporation is willing to
provide such capital (the "Xcel Loan") on the condition that it receives
15,000 shares of AmeriNet common stock as compensation in lieu of interest
and the Yankees pledge 35,000 shares of AmeriNet common stock that it has
held since on or about December of 1998 (the "Yankee Stock"), as a
guarantee of American Internet's repayment of the Xcel Loan; and
WHEREAS, Yankees is willing to pledge the Yankee Stock, provided that
American Internet and AmeriNet, jointly and severally, agree to guarantee
that American Internet will fully comply with all aspects of the Xcel Loan,
and guarantee to Yankees the timely return of the Yankee Stock, and
compensate Yankees for its use as collateral; and
WHEREAS, American Internet and AmeriNet are agreeable to Yankees
requirements:
NOW THEREFORE, in consideration for the mutual covenants hereinafter set
forth, the sum of ten dollars and other good and valuable consideration,
the receipt and adequacy of which is hereby irrevocably acknowledged,
American Internet, AmeriNet and Yankees (being hereinafter sometimes
collectively referred to as the "Parties" or generically as a "Party"),
intending to be legally bound, hereby agree as follows:
Witnesseth:
First: Annexed hereto and made a part hereof as exhibits 1-A and
1-B are the form of promissory note and the pledge agreement
that Xcel has required American Internet and Yankees,
respectively, to execute in conjunction with the Xcel Loan
(the "Note" and the "Pledge Agreement," respectively).
Second: Yankees hereby agrees to enter into the Pledge Agreement
predicated on the covenants of American Internet and
AmeriNet hereinafter set forth, as an accommodation to
American Internet and AmeriNet outside the scope of its
duties under its consulting agreement dated on or about
November 24, 1998, with AmeriNet, then known as Equity
Growth Systems, inc. (the "Consulting Agreement") .
Third: American Internet and AmeriNet, jointly and severally,
hereby irrevocably covenant and agree to indemnify Yankees
in the event that the pledged collateral is retained by Xcel
as a result of American Internet's failure to comply with
its obligations under the Xcel Loan or for any other reason,
indemnification to be at the election of Yankees either in
securities of AmeriNet selected by Yankees, based on
Yankees' rights to discounts under the Consulting Agreement
with AmeriNet, or in cash, and in either case, such
indemnification shall include an amount payable as interest
in a sum equal to the closing offer price of AmeriNet's
common stock on the date of the Xcel Loan multiplied by
1/10th the number of shares of AmeriNet common stock that
Yankees is required to pledge to Xcel pursuant to the Pledge
Agreement, or any amendments or supplements thereof
(representing 10% of the value of the transaction).
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The obligation of American Internet to pay the Xcel Loan shall be deemed by the
Parties, for purposes of their obligations under this Agreement but not under
the Note or the Pledge Agreement, to accelerate and mature, without notice or
demand, concurrently with the exercise by Xcel of a currently outstanding
warrant to purchase up to 1,000,000 shares of American Internet's common stock,
as reflected in the copy of the warrant agreement annexed hereto and made a part
hereof as exhibit 2 (the "Warrant"), to the extent of 100% of the proceeds from
such exercise, until the Xcel Loan is paid in full.
10. None of the Collateral may be transferred, conveyed, hypothecated or
encumbered in any manner without Xcel's prior written consent until the
Xcel Loan is fully paid.
11. Concurrently with the execution of the Xcel Loan, Yankees has executed
and tendered to Xcel for filing, UCC Forms 1, as required to perfect
the security interest established hereby in the States of New Jersey
and Florida.
2.2 Equity in Lieu of Interest
(1) In consideration for Xcel's agreement not to charge interest on the
Xcel Loan, AmeriNet hereby agrees to issue to Xcel, concurrently with
the receipt of the proceeds being provided to American Internet by
Xcel, 15,000 shares of its unregistered common stock, based on Xcel's
representations and warranties hereinafter set forth, acknowledging the
restricted nature thereof.
(2) American Internet and AmeriNet acknowledge that the 15,000 shares of
AmeriNet common stock being issued to Xcel in lieu of interest is being
provided by AmeriNet for the benefit of American Internet pursuant to
the provisions of Section 4.7(c) of the Reorganization Agreement
entered into between them on June 25, 1999, and that $18,000 of the
proceeds will be retained by AmeriNet as a partial credit against the
earnings debit to which American Internet becomes subject as a result
of such Section.
3. Representations & Warranties
American Internet hereby represents, warrants and covenants that:
(a) The proceeds being provided to AmeriNet for the benefit of American
Internet concurrently with the execution hereof shall be used solely
for the purposes set forth in exhibit 3(a) annexed hereto and made a
part hereof (the "Use of Proceeds"), unless otherwise consented to in
writing by AmeriNet and Yankees;
(b) No material adverse change in the business or the financial condition
of American Internet since the date of the latest financial
information filed concerning American Internet by AmeriNet with the
Securities and Exchange Commission (the "Commission"), as reflected on
the Commission's Internet web site located at http//:xxx.xxx.xxx, in
the XXXXX archives;
(c) All acts, conditions and things (including, without limitation, the
making of any required filings, recordings or registrations) required
to be done or performed and to have happened pursuant to the Xcel Loan
have been done and performed;
(d) All corporate, and legal proceedings and all documents and instruments
in connection with the authorization of the the Xcel Loan, the Xcel
Loan and all related instruments and ancillary documentation thereto
will be delivered to Xcel and its legal counsel concurrently with the
execution of the Xcel Loan and Xcel will be immediately provided with
all information and copies of all other related documents and
instruments, including records of corporate proceedings, which Xcel
and its legal counsel may reasonably have requested in connection
therewith, such documents and instruments, where appropriate, to be
certified by proper corporate, or governmental authorities;
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(e) As of the date of the Xcel Loan it is not insolvent within the meaning
of applicable state and federal law;
(f) It is a corporation duly organized and validly existing in good
standing under the laws of the State of Florida and that it has full
power and authority to enter into the Xcel Loan, respectively, and to
consummate the transactions contemplated hereby and thereby.
4. Representations and Warranties by Yankees.
As a material inducement to Xcel's effecting the loan to American
Internet on which the Xcel Loan is based, Yankees hereby represents and warrants
to Xcel, that:
(a) The granting of the security interests provided for herein have been
duly authorized by all necessary corporate action and hereby and
thereby constitute legal, valid and binding obligations of Yankees,
enforceable in accordance with their respective terms;
(b) The making and performance by Yankees of the obligations pertaining to
the Collateral undertaken under the Xcel Loan, and any related
documents and the transactions contemplated hereby and thereby do not
contravene any provisions of law applicable to it and do not conflict
or are not inconsistent with, and will not result (with or without the
giving of notice or both) in a breach of or constitute a default or
require any consent under, or result in the creation of any lien,
charge or encumbrance upon the Collateral pursuant to the terms of any
credit agreement, indenture, mortgage, purchase agreement, deed of
trust, security agreement, lease guarantee or other instrument to
which it is a party or by which it may be bound or to which its
properties may be subject;
(c) Yankees has good, valid and marketable title to the Collateral free
and clear of all liens, claims and encumbrances; and
(d) Yankees has not entered into any understanding or agreement, (oral or
in writing) relating to the transactions contemplated herein, or any
other transactions contemplated or permitted by the Xcel Loan with any
person or entity which understanding, agreement or other writing would
affect the Collateral in any manner whatsoever or any of the rights or
interests of Xcel with respect thereto.
5. Representations and Warranties by Xcel.
Xcel acknowledges that neither the Collateral or the common stock being
issued in lieu of interest have been registered under the Securities Act of
1933, as amended (the "Securities Act") or under the securities laws of any
state, but rather, that the Collateral is being pledged and the common stock in
lieu of interest is being issued in reliance on the exemptions from registration
requirements, specifically, the Collateral is being pledged in reliance on the
exemption provided by Sections 4(1) and 4(2) of the Securities Act (known in the
securities industry as the 4 (1 1/2) exemption), the stock in lieu of interest
is being issued in reliance on the exemption provided by Section 4(6) of the
Securities Act, and both are relying on comparable exemptions under state Blue
Sky Laws, including Section 517.061(11), Florida Statutes, and Section 49:3-50
of the New Jersey Uniform Securities Act (1997); and that, consequently:
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(a) The securities being pledged or issued under this Agreement will bear
legends restricting their transfer, sale, conveyance or hypothecation
unless such Securities are either registered under the provisions of
Section 5 of the Act and under the Florida Act, or an opinion of legal
counsel, in form and substance satisfactory to legal counsel to
AmeriNet is provided to AmeriNet's General Counsel to the effect that
such registration is not required as a result of applicable exemptions
therefrom, AmeriNet acknowledging that the Collateral will qualify
under the "pledge" provisions of Commission Rule 144 as to taking of
Yankees' holding period therefor, which began on or about December 8,
1998, and Xcel acknowledging that the Securities being issued in lieu
of interest will require a holding period of one year from the date
that the proceeds being provided by Xcel to American Internet
hereunder are paid prior to any transactions in reliance on Commission
rule 144;
(b) AmeriNet's transfer agent shall be instructed not to transfer any of
the Securities unless the General Counsel for AmeriNet advises it that
such transfer is in compliance with all applicable laws;
(c) The Collateral involves a bona fide pledge, with the expectation by
Xcel that all payments required under the Xcel Loan will be made, and
that the Collateral will thereafter remain the property of Yankees;
(d) It is acquiring the Securities being issued in lieu of interest for
its own account, for investment purposes only, and not with a view to
further sale or distribution; and
(e) Xcel or its advisors have examined AmeriNet's books and records and
questioned its officers and directors as to such matters involving
AmeriNet as they deemed appropriate.
6. Place of Payments.
(a) Xcel is tendering the net sum of $75,000, in cleared United States
Dollars, to the order of AmeriNet, for the benefit of American
Internet, concurrently with the execution of the Xcel Loan, and such
funds shall be retained in an account controlled by AmeriNet to assure
that the funds are expended as represented herein as to Use of
Proceeds;
(b) Payment of principal, interest and other sums due or to become due with
respect to the Xcel Loan are to be made at the office of principal
executive offices of Yankees in Boca Raton, Florida, or such other
place as Xcel and Yankees shall agree upon and designate to American
Internet in writing, in lawful money of the United States of America in
immediately available funds.
7. Late Payments & Other Charges.
(a) If any amount due with respect to the payment of the Xcel Loan is not
paid when the same shall be due and Xcel does not levy on the
Collateral, American Internet will, unless excused, on a specific case
by case basis, in writing by Xcel, pay interest on any such overdue
amount at 8% per annum until the date such amount is paid or the
Collateral is levied upon.
(b) American Internet shall pay or cause to be paid, in addition to all
other amounts payable hereunder actual expenditures, including
reasonable attorney's fees, for proceedings to collect the Xcel Loan or
to enforce, preserve and protect the Collateral (as such term is
defined herein) and the rights and interest of Xcel therein.
Page 156
8. Rights and Powers with Respect to the Collateral.
Yankees hereby authorizes Xcel to do every act and thing in the name of
Yankees which Xcel may deem advisable to enforce effectively its rights and
interest in and to the Collateral and the Yankees hereby appoints Xcel its true
and lawful attorney-in-fact, to demand, enforce, collect, receive, receipt and
give releases for any funds due or to become due under or arising out of or with
respect to the Collateral and to endorse all certificates and other instruments,
and to do and take all such other actions relating to any of the Collateral, to
file any claims or institute any proceedings with respect to any of the
foregoing which Xcel deems necessary to advisable and to compromise any such
demand, claim or action.
9. Default; Remedies.
In the event:
(a) Of a failure of American Internet to pay any amount when due hereunder
for a period of 10 days after written notice by Xcel to American
Internet, AmeriNet and Yankees;
(b) Of a failure by American Internet to perform any agreement or
undertaking under the Xcel Loan or any other agreement or document
given to evidence or secure any of the Xcel Loan;
(c) Any warranty, representation, covenant or agreement made by American
Internet, AmeriNet or Yankees to Xcel under the Xcel Loan relating to
any related document or the Xcel Loan proves to be incorrect or untrue
in any material respect at the time when made;
(d) American Internet shall become insolvent or cease doing business as a
going concern or be come unable to pay its debts generally as such
debts become due, or a petition or order for relief under the
bankruptcy laws or insolvency laws or for reorganization, composition,
adjustment, or other relief of debtors under any law is filed by or
against American Internet and such petition is not dismissed within 30
days, or American Internet makes an assignment for the benefit of
creditors, or a receiver or liquidator is appointed for American
Internet, or a court of competent jurisdiction orders the winding up
or liquidation of the affairs of American Internet;
(e) American Internet is dissolved;
(f) The majority interest of AmeriNet in American Internet is conveyed,
foreclosed upon or transferred in any manner, without Xcel's prior
consent; or
(g) Any person, juridical entity or governmental instrumentality shall make
a claim against American Internet or any part of the Collateral;
(each of the events referred to in the foregoing Subsections (a) through (g)
being hereinafter referred to as a "Default"), then, in any such event, Xcel may
accelerate the full amount of the Xcel Loan in which event such amount will
become immediately due and payable by American Internet without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived, and Xcel may pursue all of the rights and remedies with respect to the
Collateral accruing to Xcel hereunder or by operation of law as a secured
creditor under the Uniform Commercial Code or other applicable law and all such
available rights and remedies, to the full extent permitted by the law, shall be
cumulative and not exclusive.
Page 157
10. Application of Proceeds.
Upon enforcement of the Xcel Loan, all funds received upon the
foreclosure and liquidation of the Collateral shall be applied by Xcel as
follows:
(a) To the payment of all costs, expenses, liabilities and compensation of
Xcel (including fees and expenses of its agents and legal counsel)
incurred or accrued in connection with any action or proceeding brought
by Xcel or in connection with the maintenance , sale or other
disposition of the Collateral or any portion thereof.
(b) To the payments of all amounts then due and payable on the Xcel Loan.
(c) To the payment of any surplus then remaining to Yankees.
11. Further Assurances.
American Internet, AmeriNet and Yankees hereby agree to execute and
deliver to Xcel, or cause to be executed and delivered to Xcel, such further
instruments and documents as may be reasonably requested by Xcel to carry out
fully the intent and accomplish the purposes of the Xcel Loan and the
transactions referred to herein and therein, and to protect and maintain the
first priority security interest of Xcel in and to the Collateral.
12. Miscellaneous.
(a) No Waiver; Cumulative Remedies.
(1) No failure or delay on the part of Xcel in exercising any
right, power or privilege hereunder or under the Xcel Loan
shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.
(2) No right or remedy in the Xcel Loan is intended to be
exclusive but each shall be cumulative and in addition to any
given Xcel at law or in equity; and the exercise by Xcel of
any one or more of such remedies shall not preclude the
simultaneous or later exercise by Xcel of any or all such
other remedies. No express or implied waiver by Xcel of any
future or subsequent Default.
(b) Notices.
All notices, requests and demands to or upon any party hereto shall be
deemed to have been duly given or made when deposited in the United States mail,
first class postage prepaid, addressed to such party at such address as may be
hereafter designated in writing by such party to the other Party hereto.
(1) Notices to Xcel shall be made at the address set forth in the
initial paragraph of the Xcel Loan, in each case with copies
to Yankees and AmeriNet;
Page 158
(2) Notices to American Internet shall be provided to the
following address, in each case with copies to AmeriNet and
Yankees: American Internet Technical Center, Inc.; 000 Xxxx
Xxxxxx Xxxx; Xxxxxxx Xxxxx, Xxxxxxx 00000; Attention: J. Xxxxx
Xxxxxxx, President; Telephone (000) 000-0000; Fax (954)
943-4046; e-mail xxxx0@xxxxxxxxx.xxx;
(3) Notices to Yankees shall be provided to the following
addresses, confirmed on the date sent by fax and e-mal: The
Yankee Companies, Inc.; 000 Xxxxx Xxxxx Xxxx, Xxxxx 000; Xxxx
Xxxxx, Xxxxxxx 00000; Attention: Xxxxxxx Xxxxx Xxxxxx,
President; Telephone (000) 000-0000, Fax (000) 000-0000; and,
e-mail xxxxxxxxxx@xxxxxx.xxx; with a copy to 0000 Xxxxxxxxx
00xx Xxxxxxx; Xxxxx, Xxxxxxx 00000; Attention, Xxxxxxx X.
Xxxxxxx, Chief Administrative Officer; Telephone (352)
000-0000; Fax (000) 000-0000; and e-mail
xxxxxxx0@xxxxxxxx.xxx; and
(4) Notices to AmeriNet shall be provided to the following
addresses, confirmed on the date sent by fax and e-mal, and
with copies to Yankees: AmeriNet Xxxxx.xxx, Inc.; 000 Xxxxx
Xxxxx Xxxx, Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000; Attention:
Xxxxxxx Xxxxxx Xxxxxx, President; Telephone (000) 000-0000,
Fax (000) 000-0000; and, e-mail xxxxxxxxxx@xxxxxx.xxx; with a
copy to G. Xxxxxxx Xxxxxxxxxx, Esquire; General Counsel;
AmeriNet Xxxxx.xxx, Inc.; 0000 Xxxxx Xxxxxxx 000; Xxxxxxxxxxx,
Xxxxxxx 00000; Telephone (000) 000-0000, Fax (000) 000-0000;
and, e-mail, XxxxxxxxXx@xxx.xxx.
(c) Survival of Representations and Warranties.
All representations and warranties made in the Xcel Loan and any
documents delivered pursuant hereto or thereto shall survive the execution and
delivery of the Xcel Loan.
(d) Amendments.
the Xcel Loan may not be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of a change, waiver, discharge or termination is sought.
(e) Headings.
The headings of the Sections and Paragraphs are for convenience only,
are not part of the Xcel Loan and shall not be deemed to effect the meaning or
construction of any of the provisions hereof.
(f) Successors or Assigns.
a. The Xcel Loan shall be binding upon and inure to the benefit of
Maker and Xcel and their respective successors and assigns,
except that Maker may not assign or transfer its rights or
obligations hereunder or any interest herein without the prior
written consent of Xcel.
b. The obligations of AmeriNet to Xcel and Yankees shall be binding
upon and inure to the benefit of Yankees and Xcel and their
respective successors and assigns.
Page 159
(g) Construction.
the Xcel Loan shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware.
(h) Severability.
If any provision or any portion of any provision of the Xcel Loan, or
the application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of the Xcel Loan or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be affected thereby.
(i) Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the party or
parties, or their personal representatives, successors and assigns may require.
(j) Jurisdiction.
(1) American Internet hereby irrevocably consents and agrees that
any legal action, suit or proceeding arising out of or in any
way related to the Xcel Loan or the transactions contemplated
hereby, shall be instituted or brought in a forum, either
legal or arbitral, in Palm Beach County, Florida, and by
execution and delivery of the Xcel Loan, American Internet
hereby irrevocably accepts and submits to, for itself and in
respect of its property, generally and unconditionally, the
non-exclusive jurisdiction of any such tribunal, and to all
proceedings in such tribunal.
(2) American Internet irrevocably consents to service of any
summons and/or legal process by registered or certified United
States air mail, postage prepaid, to Maker at the address set
forth in any filing with the Florida Department of State or
the Commission, such method of service to constitute, in every
respect, sufficient and effective service of process in any
such legal action or proceeding.
(3) Nothing in the Xcel Loan shall affect the right to service of
process in any other manner permitted by law or limit the
right of Xcel to bring actions, suits or proceedings in the
courts or tribunals of any other jurisdiction.
(4) American Internet further agrees that final judgment against
it in any such legal action, suit or proceeding shall be
conclusive and may be enforced in any other jurisdiction,
within or outside the United States of America, by suit on the
judgment, a certified or exemplified copy of which shall be
conclusive evidence of the fact and the amount of American
Internet's liability.
Page 160
(k) License.
a. This form of Note is the property of Yankees.
b. The use hereof by the parties executing the Xcel Loan in their
several capacities is authorized hereby solely for purposes of
this transaction and, the use of this form of agreement or of any
derivation thereof without Yankees' prior written permission is
prohibited.
c. The Xcel Loan shall not be construed more or less stringently
against any signatory thereto or any other person based on its
authorship.
d. Each signatory to the Xcel Loan hereby acknowledges that Yankees:
a. Is not a law firm or otherwise legally regulated or
licensed entity;
b. Has not provided anyone with advice concerning execution of
the Xcel Loan;
c. Has suggested that every person or legal entity executing
the Xcel Loan have it independently reviewed by their own
advisors and legal counsel prior to its execution.
L. Exhibits
The following exhibits are annexed to the Xcel Loan, incorporated by
reference and made a part thereof:
Exhibit Description
1(c) The Xcel Warrant Agreement
3(a) The Use of Proceeds
IN WITNESS WHEREOF, American Internet has executed this instrument,
effective as of the ____ day of September, 1999.
Signed, Sealed & Delivered
In Our Presence:
American Internet Technical Center, Inc.
------------------------
________________________ By: ________________________
J. Xxxxx Xxxxxxx, President
{CORPORATE SEAL}
Attest: ________________________
Xxxxxxx X. Xxxxx, Secretary
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AmeriNet Xxxxx.xxx, Inc.
------------------------
________________________ By: ________________________
Xxxxxxx Xxxxxx Xxxxxx
President
{CORPORATE SEAL}
Attest: ________________________
G. Xxxxxxx Xxxxxxxxxx, Esquire
The Yankee Companies, Inc.
------------------------
________________________ By: ________________________
Xxxxxxx Xxxxx Xxxxxx
President
{CORPORATE SEAL}
Attest: ________________________
Xxxxxxx X. Xxxxx, III
Secretary
Xcel Associates, Inc.
------------------------
________________________ By: ________________________
Xxxxxx X. Xxxxxx
President
{CORPORATE SEAL}
Attest: ________________________
Secretary
Page 162
Exhibit 1(c)
The Xcel Warrant Agreement
Included in separate instrument provided to each signatory, the receipt
of which is acknowledged, through initialing of this page.
Exhibit 3(a)
Use of Proceeds
1. Development of Tutor-to-Go Interactive Internet Program: $15,000
2. Equipment for T-1 Line $ 3,000
3. Salaries & Wages $ 4,000
4. Marketing, Advertising & Promotions $10,000
5. Auditors $ 8,000
6. Atlanta Trade Show $ 5,000
7. Leasehold improvements $ 5,000
8. Accounts Payable $ 7,000
9. AmeriNet stock in lieu of interest partial credit $18,000
Total $75,000
Page 163
American Internet Technical Center, Inc.
Written Consent in Lieu of Special Meeting
THE UNDERSIGNED, being all of the directors of American Internet Technical
Center, a Florida corporation (the "Corporation"), pursuant to authority granted
under Chapter 607, Florida Statutes and as permitted by the Corporation's
Certificate of Incorporation and Bylaws, hereby take the following actions and
adopt the following resolutions:
WITNESSETH:
RESOLVED, that this Corporation enter into that form of note and self
contained security agreement pertaining to a $75,000 loan from Xcel Associates,
Inc. (the "Note"), a copy of which have been heretofore circulated among the
Undersigned and which the Secretary of this Corporation is hereby directed to
file in the Minute Book immediately following this Written Consent to Action in
Lieu of Meeting as a separately indexed item; and be it FURTHER
RESOLVED, that J. Xxxxx Xxxxxxx and Xxxxxxx X. Xxxxx, as President and
Secretary of this Corporation, respectively, are hereby authorized, empowered
and directed to execute and carry out the terms of the Note; and be it FURTHER
RESOLVED, that the Officers of this Corporation are hereby authorized,
empowered and directed to take all actions on behalf of the Corporation
necessary or desirable to effect the foregoing.
* * *
DONE, effective as of the __ day of September, 1999.
Signed, Sealed and Delivered
In Our Presence
---------------------------
--------------------------- ---------------------------
J. Xxxxx Xxxxxxx, President
---------------------------
--------------------------- ---------------------------
Xxxxxxx X. Xxxxx, Director
---------------------------
--------------------------- ---------------------------
Xxxxxxx Xxxxxx Jordan, Director
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