MODIFICATIONS TO PROMISSORY NOTE
This Modification to Promissory Note (this "Modification") is entered into this
3rd day of September 1999 BY and between RIGL CORPORATION, a Nevada corporation
("Maker") and XXXXXX & XXXXXXX, LTD., an Antigua corporation ("Holder").
RECITALS
A. Maker and Holder entered into that certain Promissory Note, dated June 15,
1999 in the principle amount of $2,000,000, due and payable on July 15,
1999.
B. The parties hereto desire to modify the Promissory Note to provide that the
principal outstanding balance shall be due and payable in full no later
than January 15, 2000.
C. In consideration of the and other valuable consideration, the receipt and
sentiency of which is hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. The date of payment of the principal sum of $2,000,000 pursuant the
Promissory Note is hereby extended to January 15, 2000.
2. Maker waives the notice of default provision pursuant to the Promissory
Note, and said Note shall be deemed to be in default if not paid on or
before January 15,2000 with no grace period allowed.
3. Holder shall be paid an extension fee of two hundred thousand dollars
(S200,000) if cash or cash equivalents on September 8,1999 and any sum in
arrears at maturity shall draw twenty percent (20%) interest from and after
September 8, 1999.
4. Holder shall be paid 85 percent of net cash flow after payment of any
ordinary and necessary business expenses, flat in excess of the average
business expense indicated on Maker's financial statements kept it
accordance with generally accept accounting principles, for the past
quarter.
5. Equity raised by company shall be applied first to pay the outstanding
balance of the Promissory Note at the time such equity is received.
6. Debt or convertible debt that is raised by company shall be applied first
to pay the outstanding balance of the Promissory Note. Debt that is raised
through Fremont Financial shall be excluded from this agreement in
accordance with the agreement with Fremont Financial.
7. Holder shall be paid a minimum of one hundred thousand dollars ($100,000)
per month, due and payable at the 28b of each month commencing September
28, 1999, and all such payments shall first be credited against any
interest owned by Maker to Holder, and than against the principal sum due
on said Promissory Note, but no such payments shall extend the maturity
data of said Promissory Note, and default notice shall be required to be
given by Holder before declaring a default.
8. Expenditures for marketing for the company's products and services,
excluding expenses for direct mail marketing be approved by Xxxxxx Xx
Xxxxxxxx, which approval shall not be unreasonably withheld until such time
that balance of the Promissory Note paid in full
9. Any payments not paid on or before the dates due shall xxxx. a default, no
notice of default shall be required or period avowed.
10. Except as other-wise set for this Modification, the terms of the Promissory
Note shall remain in force end effect.
IN WITNESS WHEREOF, this Modification has been executed of the date first
written above
RIGL CORPORATION, a Nevada corporation
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Its: President
---------------------------------
XXXXXX & XXXXXXX, LTD., an Antigua
Corporation
{seal} By: /s/ Xxxx X. Xxxxxx
----------------------------------
Antigua Management & Trust Ltd
-------------------------------------
Its: Corporate Director
---------------------------------
PROMISSORY NOTE
PRINCIPAL SUM: $ 2,000,000 DATE: June 15,1999
INTEREST: 0%
DEFAULT INTEREST RATE: 20%
DUE AND PAYABLE: July 15, 1999
FOR VALUE RECEIVED, the undersigned RJGL CORPORATION, a Nevada corporation
(Maker), promises to pay to the order of XXXXXX & XXXXXXX, LTD. a Antigua
corporation (Holder), with registered offices at Xxxxx Centre, Friars Hill Road,
P.O. Box 1407, St. John's, Antigua, W.I., net M&M's Antigua or other M&M
appointed bank account(s) or at such place as the Holder hereof may from time to
time designate in writing, the principal sum of TWO MILLION DOLLARS ($2,000,000)
without interest except upon default, to be paid in lawful money of the United
States of America to Holder on or before July 15, 1999. This Note is secured by
a Stock Pledge Agreement of even date herewith.
The term Holder shall refer to the original Holder and upon transfer, to
any and all subsequent holders of this Note.
All payments on this Note shall be applied first to the payment of any
costs, fees or other charges incurred in connection with the indebtedness
evidenced hereby, next to the payment of accrued interest and then to the
reduction of the principal balance.
Time is of the essence of this Note. At the option of Holder, (i) Holder
may declare the entire unpaid principal balance, all accrued and unpaid interest
and all other amounts payable hereunder immediately due and payable without
notice upon the failure to pay any sum due and owing hereunder as provided
herein if such failure continues for five (5) days after the due date; or (ii)
Holder may require Maker to pay interest on the late payment at the Default
Interest rate (as defined below) from the date the payment becomes due until
Maker pays in full all accrued and unpaid interest due under this Note.
Maker shall bear all costs and expenses resulting from any check made by
Maker for payment hereunder which is returned "NSF", wherein the late payment
provisions set forth above shall apply until all charges, accrued and unpaid
interest due and owing under this Note are paid in full, plus an additional
TWENTY AND NO/100THS DOLLARS ($20.00).
After maturity, including maturity upon acceleration, the unpaid principal
balance, all accrued and unpaid interest and all other amounts payable hereunder
shall bear interest at the rate of TWENTY PERCENT (20%) per annum, (the "Default
Interest Rate"). Maker shall pay all costs and expenses, including reasonable
attorneys fees and court costs and all other reasonable costs, incurred in the
collection or enforcement of all or any part of this Note. Such court costs and
Page 1 of 2
attorneys fees shall be set by the court and not by jury, shall be included in
any judgment obtained by Holder.
Maker shall have the option to prepay this Note, in full or in part, at any
time without penalty.
Failure of Holder to exercise any option hereunder shall not constitute a
waiver of the right to exercise the same in the event of any subsequent default
or in the event of continuance of any existing default after demand for strict
performance.
Maker, sureties, guarantors and endorsers hereof: (a) agree to be jointly
and severally bound, (b) severally waive any homestead or exemption right
against said debt, (c) severally Waive demand, diligence, presentment for
payment, protest and demand, and notice of extension, dishonor, protest, demand
and nonpayment of Note, (d) consent that Holder may extend the time of payment
or otherwise modify the terms of payment of any part or the whole of the debt
evidence by this Note, at the request of any other person unwarily liable
hereon, and such consent shall not alter nor diminish the liability of any
person, and (e) agree that Holder may setoff at any time any sums or property
owed to any of them by Maker.
All notices required or permitted in connection with this Note shall be
given at the address set forth herein.
The Note is secured by a Security Agreement of even date herewith.
This Note shall be construed according to the laws of the State of Arizona.
IN WITNESS WHEREOF, this Note has been executed as of the date first
written above.
MAKER:
RIGL CORPORATION
0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxxx.00000
By: /s/ Xxxxx Xxxxx
-----------------------------
Xxxxx Xxxxx, President
Page 2 of 2
PAYMENT AGREEMENT
All patties acknowledge that XX.Xxx, Inc. (Formerly know as RIGL) could be
declared in default if Xxxxxx & Xxxxxxx LTD. ("M&M") exercised its rights under
the Modification Agreement dated September 03, 1999 between the parties. XX.Xxx,
Inc. has made no payments pursuant to either agreement of either principal or
interest since the September, 1999 payment. M&M has not and is not waiving any
of its rights under the September 03, 1999 agreement.
In order to induce M&M to enter into negotiations with XX.Xxx, Inc. to either;
continue to delay the declaration of default or to further extend the time for
payment, XX.Xxx, Inc. will tender to M&M the sum of $50,000.00 as a good faith
fee. M&M will credit this sum to the outstanding interest due M&M from XX.Xxx,
Inc.
In addition, XX.Xxx, Inc will continue to make weekly payments to M&M on a
weekly basis until advised otherwise by M&M. XX.Xxx, inc. will be allowed to
pay its minimum obligations to the Xxx Xxxxxxx first and then Finova Capital
Corp. under the terms of the agreements between the patties. Then XX.Xxx, Inc.
will maintain a cash reserve or availability under its loan agreement with
Finova sufficient to fund 2 weeks worth of expenses. All regular monthly
budgetary expenses will then be paid. The balance will then be paid to M&M. A
representative of M&M will have the final authority to approve all regular
monthly budgetary expenses until M&M is paid in full or more formal arrangements
are agreed to between the parties. It is understood between the parties that
M&M's willingness to accept this good faith payment and or weekly payments does
not in any way limit M&M's rights to declare a default or the ability to enforce
strict compliance with the tennis and conditions of the original agreement and
the modification agreement dated September 03, 1999.
The parties understand that this payment agreement is a temporary agreement and
does not in anyway modify any agreements between M&M and XX.Xxx, Inc., nor does
it change any obligations of XX.Xxx, inc. to M&M. XX.Xxx, Inc. is encouraged to
find alternative sources of capital to pay off its obligation herein with prompt
dispatch. It is agreed between M&M and XX.Xxx, Inc as herein above:
XX.XXX, Inc.
BY: /s/ Xxxxxx Xxxxx, Chairman Date: 4/26/2000
------------------------------ ------------------------------
Xxxxxx Xxxxx, Chairman
Xxxxxx & Xxxxxxx, LTD {seal}
BY: /s/ Xxxx Xxxxxx Date: 4/26/2000
---------------------------- ------------------------------
Xxxx Xxxxxx, AMT/Director
