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[10.56] WORKOUT AGREEMENT
This Workout Agreement is by and between: Scientific NRG,
Incorporated, a Minnesota corporation, (the "Company"), certain creditors of
the Company, namely Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx,
and Xxxxxxx X. Xxxxxx (the "Scientific Creditors"); certain investors, namely
Xxxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxx Industries, Inc. and others (the
"Investors"); and those persons, named in Exhibit A attached hereto, that
provide bridge financing to the Company (the "Bridge Financiers").
RECITALS
WHEREAS, the Company and the Scientific Creditors desire to
restructure the existing debt and contractual obligations;
WHEREAS, the Investors desire to purchase additional shares of common
stock of the Company;
WHEREAS, the parties hereto desire to make the promises, covenants,
representations, and agreements specified herein; and
WHEREAS, the parties hereto desire to be bound by the terms of this
agreement.
AGREEMENT
NOW THEREFORE, for and in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows-
1. The Company and the Scientific Creditors irrevocably agree to
restructure the debt owed to the Scientific Creditors.
2. The Company and the Scientific Creditors agree the outstanding
debt obligations will be reduced, effective as of September 10, 1996 to the
aggregate principal amount of Five Hundred Fifty Eight Thousand Five Hundred
Dollars ($558,500) (the "Restructured Debt").
3. The Company and the Scientific Creditors agree that the
Restructured Debt will be outstanding to the following individuals in the
amounts and priorities indicated below.
3.1. Xxxxxx X. Xxxxxxxx $245,000, who will be repaid in
full, principal and interest, before the other Scientific Creditors.
3.2. Xxxxxxx X. Xxxxxx $110,000, who will be repaid
subsequent to Xx. Xxxxxxxx and pari passu with all other Scientific Creditors.
3.3. Xxxxxxx X. Xxxxxx $175,500, who will be repaid
subsequent to Xx. Xxxxxxxx and pari passu with all other Scientific Creditors.
3.4. Xxxxxx X. Xxxxxx $28,000, who will be repaid
subsequent to Xx. Xxxxxxxx and pari passu with all other Scientific Creditors.
4. The Scientific Creditors agree to release the Company from any
and all liability, lien or obligation to pay any amount in excess of the
Restructured Debt.
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5. The Scientific Creditors and the Company agree that the
Restructured Debt will be issued, in the principal amount stated above, to each
individual in the form of a Subordinated Cash Flow Promissory Note (the
"Notes"). The Notes shall accrue interest at 8% simple interest per year. The
Company's obligation to make principal and interest payments will be triggered
if and when the Company reports $250,000 in cumulative net income subsequent to
September 10, 1996, calculated in a manner consistent with generally accepted
accounting principles, applied on a consistent basis. Once repayment under the
Notes is triggered by the foregoing condition, 25% of all subsequent net income
of the Company shall be used for repayment of the Notes in the amount and
priority set forth in paragraph 3 herein. Any payments received by the
Scientific Creditors will be credited first to interest and then to principal.
The Notes will be subordinate to any debt with a bona fide financial
institution designated as senior secured debt by the Company or any new loans
from any of the parties hereto. Subject to any new senior secured debt or any
new loans from any of the parties hereto, the Notes will be secured by all of
the assets of the Company. Certain actions by the Company will cause all of
the Notes to be due and payable immediately. These events are: (1) a secondary
offering of securities by the Company that nets the Company more than
$1,500,000 or (2) any issuance by the Company of more than 3,000,001 shares of
common stock in a single transaction, not adjusted proportionately in the event
of a split of the common shares of the Company.
6. The Investors, jointly and severally, irrevocably agree to
subscribe for and to purchase 3,000,000 shares of common stock of the Company
at a price of $0.02 per share (the "Stock Purchase").
7. The Investors and the Company agree to execute all reasonable
and necessary documents, in form and substance acceptable to the Company's
counsel, in order to close the Stock Purchase on or before September 10, 1996.
8. Upon receipt of proper board resolutions from the Company, the
Investors agree to open an account at Sanwa Bank, Covina Branch in the name of
the Company and deposit $40,000 in said account on or before September 5, 1996.
Any previous cash advances to the Company by the Investors (i.e., the $3,900
advanced by Xxxxx Industries in June 1996) will be credited against the
purchase price in the Stock Purchase. Additionally, Xxxxx Industries, Inc.
will be credited $20,000 for providing administrative support at the rate of
$5,000 per month for four months. The Company agrees to pay any fee imposed by
the Company's transfer agent in connection with the issuance of the shares.
9. The Company agrees to issue Xxxxxxx X. Xxxxxx 100,000 shares
of the Company's common stock in fulfillment of the Company's obligations to
Xx. Xxxxxx under his current employment contract (the "Xxxxxx Employment
Contract"). The Company agrees to pay any fee imposed by the Company's
transfer agent in connection with the issuance of the shares.
10. Xxxxxxx X. Xxxxxx and the Company agree to terminate by mutual
consent all other terms and conditions of the Xxxxxx Employment Contract.
11. Xxxxxxx X. Xxxxxx and the Company agree to enter a one year
consulting contract, effective as of September 10, 1996, that provides for
services to be rendered to the Company, at its request, by Xx. Xxxxxx who will
be compensated at the rate of $75 per hour.
12. Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx agree to resign as
officers and directors of the Company effective as of September 10, 1996.
13. Xxxxxx X. Xxxxxxxx agrees to continue serving as a director of
the Company and to serve as the Company's Treasurer/Principal Financial
Officer.
14. Xxxxxx Xxxxx agrees to serve as a director of the Company and
to serve as the Company's Chief Executive Officer. The Company agrees to
compensate Xx. Xxxxx as CEO with a salary of $12 per
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year and an award of 1,500,000 stock options at an exercise price of $0. 1 0
per share, adjusted proportionately in the event of a split of the common
shares of the Company.
15. Xxxxxxxx Xxxxx agrees to serve as a director of the Company
and to serve as the Company's President. The Company agrees to compensate Xx.
Xxxxx as President with a salary of $24,000 per year and an award of 500,000
stock options at an exercise price of $0. 1 0 per share, adjusted
proportionately in the event of a split of the common shares of the Company.
16. The Company agrees to xxxxx Xxxxx Industries, Inc. 1,000,000
stock options at an exercise price of $0. 10 per share, adjusted
proportionately in the event of a split of the common shares of the Company.
17. The Company agrees to issue Xxxxxx X. Xxxxxxxx the 300,000
shares of common stock due him under the April 26, 1996 promissory note. The
Company agrees to pay any fee imposed by the Company's transfer agent in
connection with the issuance of the shares.
18. The parties hereto are in favor of a 1 for 5 reverse split of
the common shares of the Company, to be voted on by the shareholders at the
next annual or special meeting of the stockholders.
CONDITION PRECEDENT TO THE OBLIGATIONS OF XXXXXX XXXXX
19. The parties agree that the rights, benefits, duties or
obligations of Xxxxxx Xxxxx made herein are not effective or binding until such
time as the Company (1) receives a firm commitment for additional operating
funds, in the form of a bridge loan, in an amount not less than $60,000 and (2)
has a one year written employment agreement with Mr. Xxxx Xxxxxx at an annual
salary of not more than $43,500.
FIRM LENDING COMMITMENT OF BRIDGE FINANCIERS
20. In consideration for the mutual promises, covenants, and
representations made by the parties herein, the Bridge Financiers agree to make
a bridge loan to the Company. The Company and the Bridge Financiers agree to a
bridge loan in the amount of $60,000, due 120 days after September 10, 1996,
secured by all of the assets of the Company, and accruing interest at the rate
of 15% simple interest. Repayment of the bridge loan is not subject to the
limitations of paragraph 5 herein,
21. The Company represents, warrants, and covenants that it is
current, as of the date hereof, with the periodic reporting requirements of the
United States Securities and Exchange Commission. Further, the Company is not
aware of any matter or condition that would preclude receipt of an unqualified
audit opinion from a certified public accounting firm based upon the company's
operations for the fiscal year ended June 30, 1996.
22. The parties agree to use their best efforts to secure
additional equity financing for the Company during the next 90 days. The
Company and all other parties hereto agree that the Company will offer, in a
private placement, 2,000,000 shares of common stock at a price of $0.05 per
share, adjusted proportionately in the event of a split of the common shares of
the Company.
MISCELLANEOUS TERMS
23. This agreement contains the entire agreement between the
parties hereto and supersedes any and all prior agreements, arrangements, or
understandings between the parties relating to the subject matter hereof
24. If any part of this agreement is deemed to be unenforceable
the balance of the agreement shall remain in full force and effect.
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25. A facsimile, telecopy or other reproduction of this agreement
may be executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective
for all purposes. At the request of any party hereto, all parties agree to
execute an original of this agreement as well as any facsimile, telecopy or
other reproduction hereof.
26. Time is of the essence in performance of this agreement and of
each and every provision hereof.
IN WITNESS WHEREOF, the undersigned have cause this Workout Agreement
to be executed, effective as of the 30th day of August 1996.
Scientific NRG, Incorporated
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Its: President
/s/ Xxxxxxx X. Xxxxxx
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an individual
/s/ Xxxxxx X. Xxxxxxxx
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an individual
/s/ Xxxxxx X. Xxxxxx
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an individual
/s/ Xxxxxxx X. Xxxxxx
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an individual
/s/ Xxxxxx Xxxxx
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an individual
Xxxxx Industries, Inc.,
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx
Its: President
/s/ Xxxxxxxx Xxxxx
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an individual
The Bridge Financiers (see Exhibit A)
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EXHIBIT A
to the Workout Agreement dated August 30, 1996
BRIDGE FINANCIERS
The undersigned persons, as a group, have agreed among themselves to
provide the bridge financing upon the terms and conditions set forth in
paragraph 20 of the Workout Agreement.
/s/ Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxx
