EXHIBIT 4.9
INCOMM HOLDINGS CORP
NOTE EXTENSION AGREEMENT
October 25, 2006
Reference: Promissory Note executed August 15, 2005 and the subsequent
Amendment dated April 15, 2006.
Tradequest International, Inc. and Incomm Holdings Corp (collectively
"Company") and Xxxxxx Xxxxx ("Xxxxx") the note holder of the above mentioned
note and subsequent amendment (collectively the "Note") agree to extend the
maturity date of the Note [the "Extension Agreement"] upon the following terms
and conditions:
I. The Company currently owes Xxxxx, pursuant to the Note, a principal
amount of $100,000 (one hundred thousand dollars) together with a premium amount
of $50,000 (fifty thousand dollars), without interest, payable on or before July
15, 2006. Additionally, Xxxxx is to receive 35,000 (thirty five thousand) 3
(three) year cashless warrants exercisable at $1.00 (one dollar) per common
share [collectively, the "Warrants"] and 25,000 (twenty five thousand)
restricted shares, hereinafter referred to as ("Note terms").
II. The maturity date of the Note is hereby extended as follows: The
Company has entered into a financing agreement for $1,500,000 (one million five
hundred thousand dollars) [the "Financing"] and has received its first tranche
netting $395,000.
a. The second tranche of the Financing will be received upon
submittal of the Company's registration statement. The Company expects to submit
its registration statement within two (2) weeks. Upon the Company's receipt of
the second tranche of financing, the Company shall pay Xxxxx the amount of
$75,000 (seventy five thousand dollars), ("First Payment"). The unpaid balance
of the $165,000.00 owed on account of the Note [as amended by this Extension
Agreement] [see below for reference to additional $15,000.00 included in the
balance] shall be all due and payable within 3 days of the Company's receipt of
the third tranche of the Financing, or on March 1, 2007, whichever is sooner
[the "New Maturity Date"], without interest.
b. The Company shall place the First Payment in an escrow
account controlled by the Company within three days of the execution of this
Extension Agreement; and upon the Company receiving the second tranche of
financing, the escrow funds, in the gross amount of the First Payment shall be
released within three (3) business days to Xxxxx;
c. If the First Payment is not timely paid after the Company's
receipt of the second tranche of the Financing, and/or the Securities
[referenced below] are not timely delivered to Xxxxx, the Note shall be deemed
in default, and the due
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date for the payment of all sums due an owing under the Note, as amended by this
Extension Agreement, shall be automatically accelerated to the default date.
III. Notwithstanding the Note terms due Xxxxx, the Company shall issue
an additional 275,000 (one hundred seventy five thousand) restricted shares. A
certificate evidencing the issuance of the total shares, 300,000 (three hundred
thousand) in the name of "Xxxxxx Xxxxx", and a warrant agreement issued in the
name of "Xxxxxx Xxxxx" with respect to the Warrants [collectively, the
"Securities"] shall be delivered to Xxxxx within 30 (thirty) days of the
execution of this Extension Agreement.
IV. Additionally, the Company agrees that the Note is hereby deemed
amended to increase the balance due at the New Maturity Date by the sum of
$15,000.00 to cover any and all legal costs incurred by Xxxxx as a result of
collection efforts through December 31, 2006.
V. If a default occurs in the Maker's performance of the Note [as
amended by this Extension Agreement]; or if the Note, [as amended by this
Extension Agreement], has not been paid in full on or before the New Maturity
Date, this Extension Agreement shall be deemed NOT to have impaired any rights
and/or claims of action Xxxxx otherwise would have had but for having executed
this Extension Agreement.
TradeQuest International, Inc., Maker
By: /s/ Xxx Xxxxx
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Xxx Xxxxx, Director/Secretary
Dated: November 2, 2006
Incomm Holdings Corp., Maker
By: /s/ Xxx Xxxxx
-------------
Xxx Xxxxx, Director/Secretary
Dated: November 2, 2006
Xxxxxx Xxxxx, Payee
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Dated: October 29, 2006
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