September 21, 2007 Cmark International - Commercial Marketing, Corp.
EXHIBIT 10.85
September
21, 2007
Cmark
International - Commercial Marketing, Corp.
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C/O Xxxx Xxxxxxxxxxxxx and Xxxxxxx X. Xxxxx |
telephone
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0000 Xxx Xxxxx Xx. Xxxxx 0 |
(000)
000-0000
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Xxxxxxxx, Xxxxx Xxxxxxxx 00000 |
facsimile
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(000)
000-0000
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Gentlemen: |
xxx.xxxxxxxxxxx.xxx
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The purpose of this letter
is to outline terms under which Sterling Management, Inc. ("Sterling") will
extend the maturity date of the Promissory Note (the "Note") dated August 25,
2005 and issued by Commercial Marketing , Corp. currently known as Cmark
International, Inc. (Cmark). Except as provided in this letter, all terms
of the Note and the related documents, including the Continuing Guaranty &
Waiver dated 8/25/05, the Security Agreement dated 8/25/05, and the UCC-1
Financial Statement filed on 10/28/05 (collectively, with the Note, the
"Agreements"), remain in effect with all rights and remedies
intact.
The following terms to extend are for the total amount of the original note
face valued at $750,000.
TERMS
1.
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The
final maturity date of the Note will be extended until January 31, 2008 at
which point all unpaid principal and accrued but unpaid interest will be
due and payable.
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2.
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A
Deposit
Account Control Agreement in form and content satisfactory to
Sterling will be issued to Sterling by September 30, 2007 covering all
deposit accounts held by Cmark at any depository institution. At any
time that Sterling is required to fully exercise its rights under the
Deposit Account Control Agreement to collect any amounts due, Cmark will
pay a 3% penalty on the unpaid principal of the
Note.
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3.
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The
Note will pay 16% interest on an annualized basis on the unpaid principal
and accrued but unpaid interest each
month.
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4.
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Monthly
payments in the amount of $10,000 will be made on the 30th of each month
with the first payment on the extension due by September 30,
2007.
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5.
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As
consideration for extending the Note, Cmark will issue Sterling or its
assigns additional warrants to purchase 200,000 shares of Cmark common
stock at an exercise price of $.25 per
share.
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6.
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Cmark
will attempt with diligence to secure financing sufficient enough to pay
off the entire note within 30 to 60
days.
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7.
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In
the event Sterling is not taken out of the note within 30 to 60 days, and,
at such time as the SB2 filing is complete and the resultant capital
injection of an additional $400,000 from Trafalgar takes place, Cmark will
pay Sterling a lump sum of $50,000 against the principal balance. At
the same time the monthly payment will adjust to
$9333.00.
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8.
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In
the event Sterling is not taken out of the note by January 1, 2008, Cmark
agrees to pay another $50,000 against existing principal. At the
same time the monthly payment will adjust to
$8667.00.
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9.
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Any
legal fees incurred to extend this note and review, negotiate and execute
the Deposit
Account Control Agreement, will be paid by
Cmark.
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These Terms are
agreed to by:
/s/
Xxxxx X. Xxxxxxxx
Xxxxx X.
Xxxxxxxx
President
Sterling
Management, Inc.
And
/s/
Xxxxxxx X. Xxxxx, Xx.
Xxxxxxx X.
Xxxxx, Xx.
President
Cmark
International.