Exhibit 10.3
LOAN AGREEMENT
This Agreement is made and entered into with the intent that it be
effective as of June 18, 2002, by and between H. Xxxxxxx Xxxxxxxx, an
individual with an address/office of 00 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx
Xxxx, Xxxx 00000 ("Xxxxxxxx"), and Biophan Technologies, Inc., having an
address/office at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, Xxx Xxxx
00000 (the "Company").
WHEREAS, Xxxxxxxx desires to loan sums of money to the Company from time
to time in accordance with the terms and conditions described herein
(the "Loans"); and
WHEREAS, the Company desires to receive the Loans from Xxxxxxxx upon the
terms and conditions described herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and all other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
1. The parties understand and agree that from time to time the Company may
request Loans from Xxxxxxxx up to a maximum aggregate amount of $400,000,
and Xxxxxxxx shall honor the Company's request for Loans.
2. The Initial Loans and all other Loans, if any, made by Xxxxxxxx to the
Company shall be repayable by the Company in accordance with the terms
and conditions of this Loan Agreement and the Promissory Note, which is
attached hereto and made part hereof as Exhibit B.
3. The date and amount of all Loans made to the Company shall be recorded on
Exhibit A. The date and amount of any payments made by the Company to
Xxxxxxxx shall also be recorded on Exhibit A (the "Payments"). From time
to time, the parties shall amend Exhibit A as additional Loans and
Payments are made so that the list is current at all times.
4. Except as otherwise provided in the Promissory Note, Loans shall accrue
interest from the date of said Loans at a rate of 8% per annum.
5. The Company agrees to use the proceeds of the Loans made hereunder for
general working capital purposes.
6. The Company understands that as a condition to receiving the Loans it
must execute this Loan Agreement and the Promissory Note.
7. This Agreement and Exhibits A and B constitute the entire agreement
between Xxxxxxxx and the Company with respect to the subject matter
hereof, and supersedes all prior understandings and agreements, written
or oral, regarding the subject matter. Unless otherwise provided herein,
this Agreement may be modified or amended only by a written consent
executed by both parties.
8. This Agreement shall be governed by the laws of the State of Utah. Both
parties consent to the jurisdiction of the state and federal courts
located in Salt Lake City, Utah, with respect to any disputes arising
between the parties.
9. All notices, requests, and demands to or upon the respective parties
hereto shall be deemed to have been given or made when deposited in the
mail, postage prepaid, addressed as set forth above or to such other
address as may be hereafter designated in writing by the respective
parties hereto.
10. If any provision of this Agreement shall be or become illegal or
unenforceable, in whole or in part, for any reason whatsoever, the
remaining portions shall nevertheless be deemed valid, binding and
subsisting.
IN WITNESS WHEREOF, the undersigned have executed this Agreement with the
intent that it be effective as of the date first written above.
BIOPHAN TECHNOLOGIES, INC.
By: /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, CFO
/s/H. Xxxxxxx Xxxxxxxx
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H. Xxxxxxx Xxxxxxxx
EXHIBIT A
Date of Payment Principal Accrued Total
Transaction Loan Amount Amount Balance Interest Balance
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6/18/02 $27,854.80
==============================
Date: June 18, 2002
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Signatures:
Biophan Technologies, Inc.
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/s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, CFO
/s/H. Xxxxxxx Xxxxxxxx
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H. Xxxxxxx Xxxxxxxx
EXHIBIT B
PROMISSORY NOTE
Date: June 18, 2002 Rochester, New York
For value received, Biophan Technologies, Inc., a company duly organized
and existing under the laws of the State of Nevada, having an address/office
at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, Xxx Xxxx 00000
("Maker"), hereby promises to pay to the order of H. Xxxxxxx Xxxxxxxx, an
individual with an address/office at of 00 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx
Xxxx Xxxx, Xxxx 00000 ("Payee"), the principal of the indebtedness evidenced
by the Loan Agreement between the Maker and the Payee dated June 18, 2002, as
amended from time to time (the "Loan Agreement"), on December 31, 2003 (the
"Maturity Date"), together with interest as specified herein, in lawful money
of the United States, at the address of the Payee, or such other address as
Payee may designate in writing to Maker, in accordance with and subject to the
following terms and conditions:
1. The Note shall bear interest from the date hereof on the unpaid principal
balance at a rate of eight percent (8%) per annum.
2. In the event that any payment shall not be made within fifteen (15) days
following its due date, the Maker agrees to pay a "late charge" in the
sum of three percent (3%) of the amount then due for each month that
payment is late.
3. The Maker may, at its option at any one time or from time to time, prepay
the Note, in whole or part, without premium or penalty.
4. If payment of the Note becomes due and payable on a Saturday, Sunday or
any other day on which commercial banks are authorized to close under the
laws of the State of New York, the maturity thereof shall be extended to
the next succeeding business day and interest thereon shall be payable
during such extension.
5. The entire unpaid principal and accrued interest shall become due and
payable, at the option of the Payee, upon the happening of any of the
following ("Event(s) of Default"):
5.1 If the Maker defaults in the payment of any sum due hereunder, and
such default is not cured within fifteen (15) business days from the
date the Payee gives written notice of default to the Maker.
5.2 If any judgment is entered against the Maker and such judgment is
not satisfied within one hundred twenty (120) days after written
notice from the Payee or if the Maker fails to file an appeal from
such judgment and provide a bond sufficient to pay the same or
otherwise obtain a stay of enforcement of such judgment within one
hundred twenty (120) days after notice from the Payee.
5.3 In the event the Maker makes a general assignment for the benefit of
creditors, is subject to a proceeding under any bankruptcy or
insolvency laws that is not dismissed within one hundred twenty
(120) days of filing, has a receiver appointment for all or
substantially all of its assets, or suffers an acceleration of or
warrant of attachment for any indebtedness and fails to pay any
indebtedness within one hundred twenty (120) days after written
notice from Payee.
5.4 In the event the Maker sells all or substantially all of its assets.
6. The undersigned hereby waives presentment, demand for payment, notice of
dishonor and any or all other notices or demands in connection with the
delivery, acceptance, performance, default or enforcement of this note
and hereby consent to any extensions or time, renewals, forbearances,
releases of any party to this note, waive or modifications that may be
granted or consented to by the Payee in respect to the time of payment or
any other provisions of this note. No waiver or modification of the
terms hereof shall be valid unless in writing signed by the Payee, and
then only to the extent therein set forth.
7. In the event of default in the payment of this Note, the undersigned
agrees to pay all costs of collection, including reasonable attorneys'
fees, incurred by the Company, either with or without institution of an
action or proceeding.
8. This Note and the rights and obligations hereunder, shall be governed by
and construed in accordance with the laws of the State of Utah. The
Maker hereby consents to the jurisdiction of the state and federal courts
located in Salt Lake City, Utah.
9. All notices, requests, and demands to or upon the respective parties
hereto shall be deemed to have been given or made when deposited in the
mail, postage prepaid, addressed as set forth above or to such other
address as may be hereafter designated in writing by the respective
parties hereto.
10. This Note shall be binding upon and inure to the benefit of the Maker and
the Payee and their respective successors and assigns, except that the
Maker may not transfer or assign any of its rights or obligations
hereunder without the prior written consent of the Payee.
IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered as of the date set forth above.
BIOPHAN TECHNOLOGIES, INC.
By:/s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, CFO
