Note Consolidation Agreement
Agreement entered into this day of by and between
Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxx Systems Limited, Inc. and
subsidiaries ("Xxxxxx").
WITNESSETH
WHEREAS, Xxxxxx is the Obligor of certain notes and loans on which Margulies is
the Obligee or assignee, and which are recorded on the books of Xxxxxx, all
hereinafter referred to as the ("Debt"), and
WHEREAS, the total amount of the principal and accrued interest of the Debt is
$183,419.19, and
WHEREAS, the components of the Debt are comprised of different maturity dates
and terms, copies of the notes incorporated in the Debt are attached as Exhibits
hereto, and
WHEREAS, the parties hereto desire to consolidate all of the Debt on the
following terms and conditions.
NOW THEREFORE, the parties hereto intending to be legally bound hereby
covenant and agree as follows:
1. RECITALS - The recitals are hereby incorporated herein and made a
part hereof.
2. MATURITY DATE- The maturity date for the Debt shall be July 30, 2003
3. INTEREST RATE - Six Percent (6%) per annum compounded
4 PAYMENT SCHEDULE - Xxxxxx shall pay to Margulies;
(a.) $2,000 per month commencing the first day of the second
month after the month of the Closing of the acquisition by Xxxxxx of
Ocumed Group, Inc. ("Closing Date").
(b.) $20,000, to be applied against principal, to be paid upon
the date that Xxxxxx or its subsidiary, Ocumed Group, Inc., receives
funds from a lending institution or investor in an amount in excess of
$4,000,000.
(c.) Installment payment in the amount of on third of then
outstanding principal shall be due 18 months after
the Closing Date.
(d.) the then remaining balance of interest and principal on the
Maturity
5. RIGHTS- Conversion, registration, rights are to be pari passu with
any rights to be granted subsequent to the Closing Date to the former
shareholders of Ocumed Group, Inc. with respect to their Income Debenture
IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement as of the day and year first above written
Xxxxxx Systems Limited, Inc.
BY:__________________
Xxxxxx Xxxxxx, President
Date:
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Xxxxxxx Xxxxxxxxx
Date:
