ADDENDUM
TO
COMMERCIAL COGNOVIT PROMISSORY NOTE
THIS ADDENDUM TO COMMERCIAL COGNOVIT PROMISSORY NOTE ("Addendum") is made by and
between Wellstar International, Inc. and Trillennium Medical Imaging, Inc., a
wholly owned subsidiary of Wellstar International, Inc., with its principal
office located at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxx, 00000 ("Wellstar) and Xxxxxx
X. Xxxxxxxx, an individual residing at 0000 Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxx,
00000 ("Xxxxxxxx").
In consideration of the covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which both
Wellstar and Xxxxxxxx agree and acknowledge, Wellstar and Xxxxxxxx hereby
mutually agree as follows:
The Commercial Cognovit Promissory Note and all related documents evidencing the
loan from Xxxxxxxx to Wellstar in the principal amount of $400,000.00 dated on
or about October 11, 2005 (collectively, the "Note") are herby collectively
amended to include and incorporate the following terms and conditions:
"Additional Conversion Restrictions. In no event shall the Xxxxxxxx be entitled
to convert the outstanding principal amount and accrued interest of this Note
for shares of Common Stock in excess of that number of shares of Common Stock
that, upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the Xxxxxxxx and his "affiliates"
(as defined in Rule 405 under the Securities Act) to exceed 9.99% of the
outstanding shares of the Common Stock of the Wellstar following such
conversion. For purposes of this Paragraph the aggregate number of shares of
Common Stock beneficially owned by Xxxxxxxx and his affiliates shall include the
number of shares of Common Stock issuable upon conversion of this Note with
respect to which the determination is being made, but shall exclude the number
of shares of Common Stock that would be issuable upon (i) conversion of any
remaining, unconverted portion of this Note and (ii) exercise or conversion of
the unexercised or unconverted portion of any other Securities (including,
without limitation, any warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by
Xxxxxxxx and his affiliates. Except as set forth in the preceding sentence, for
purposes of this Paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. For purposes of this Paragraph, in determining the number of
outstanding shares of Common Stock Xxxxxxxx may rely on the number of
outstanding shares of Common Stock as reflected in (1) Wellstar's most recent
Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent public
announcement by Wellstar or (3) any other notice by Wellstar or its transfer
agent setting forth the number of shares of Common Stock outstanding. For any
reason at any time, upon the written or oral request of Xxxxxxxx, Wellstar shall
immediately confirm orally and in writing to Xxxxxxxx the number of shares of
Common Stock then outstanding. In any case, the number of outstanding shares of
Common Stock shall be determined after giving effect to conversions of portions
of the Note by Xxxxxxxx since the date as of which such number of outstanding
shares of Common Stock was reported. To the extent that the limitation contained
in this Paragraph applies, the determination of whether the Note is convertible
(in relation to other securities owned by Xxxxxxxx) and of which portion of this
Note is convertible shall be made by Xxxxxxxx, and the submission of a Notice of
Conversion shall be deemed to be Xxxxxxxx'x determination that the Debenture is
convertible."
All other terms and conditions of the Note not inconsistent with the terms and
conditions hereof shall remain unaffected hereby and in full force and effect.
In Witness Whereof, Wellstar and Xxxxxxxx have set their respective hands hereto
effective as of the date next following their respective signatures.
Wellstar International Inc., and
Trillennium Medical Imaging, Inc.,
a wholly owned subsidiary of Wellstar International, Inc.
By: /S/ Xxxx X. Xxxxxxx
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Xxxx X. Antonio, President Date: 11/10/06
Xxxxxx X. Xxxxxxxx
By: Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx Date: 11/10/06
