CHURCHILL CONSULTING
Suite One, Henville Building, Main Street, Charleston
Nevis, West Indies
Telephone: 000-000-0000
Facsimile: 000-000-0000
March 15, 2000
Vizacom Inc.
Glenpointe Centre East
000 Xxxxx X. Xxxx Xxxxxxxxx - 0xx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Re: Loan Facility
Gentlemen:
This letter will serve to confirm and memorialize our agreement to
modify and extend the $1,000,000 loan facility arrangement (the "Facility")
being provided by Xxxxxxxxx Consulting ("Xxxxxxxxx") to Vizacom Inc. (the
"Company"), as evidenced by that certain letter agreement, dated January 8, 2000
(the "Original Letter Agreement"), between Xxxxxxxxx and the Company, and that
certain Line of Credit Note, dated January 8, 2000 (the "Original Note" and,
collectively with the Original Letter Agreement, the "Original Loan Documents"),
of the Company, payable to Xxxxxxxxx and in the principal amount of $1,000,000.
Our agreement to modify and extend the Facility is as follows:
1. Notwithstanding the terms of the Original Loan Documents,
the Facility will terminate, and Original Note will mature, on January 7,
2002 (the "Extended Termination Date");
2. The $1,000,000 draw down on the Facility, which was made
on February 17, 2000, must be paid in full, together with all accrued and
unpaid interest due Xxxxxxxxx from the Company, on the earlier of (a) April
17, 2000 or (b) three business days following the Company's receipt of
gross proceeds from any offering of equity securities of the Company in an
amount equal to $2,000,000 or more (in either case, the "Original
Repayment").
3. If the Original Repayment is made in accordance with the
terms of clause 2 above, and notwithstanding the terms of the Original Loan
Documents, Xxxxxxxxx will extend the Facility to the Extended Termination
Date and, during the period commencing on the date of the Original
Repayment and through the date 180 days prior to the Extended Termination
Date, the Company may, from time to time and in whole or part, draw down
upon the Facility and repay amounts so drawn down; provided, however, that
at
no time will the principal amount of loans under the Facility exceed
$1,000,000.
4. After the Original Repayment, each and every drawn down
on the Facility shall be due and payable 180 days after the date of such
draw down.
5. Except as specifically provided in this letter agreement,
all of the terms and conditions of the Original Loan Documents shall remain
in effect.
If the foregoing accurately sets forth our agreement, please sign
where indicated below.
XXXXXXXXX CONSULTING
By: /s/ Xxxx Xxxxx
------------------------
Name: Xxxx Xxxxx
Title: Agent
Accepted and agreed as of the
date first above written:
VIZACOM INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
President and Chief Executive Officer
