EXHIBIT 10.39
FORM OF FIRST AMENDMENT TO LOAN AGREEMENT
AND NOTE BETWEEN THE COMPANY AND IDENTIFIED
ON THE ATTACHED SCHEDULE "A"
FIRST AMENDMENT TO
LOAN AGREEMENT AND NOTE
This First Amendment to Loan Agreement and Note amends that certain Loan
Agreement and Note dated December 5, 1997 (the "Agreement") by and between
ONTRO, INC. ("Ontro") and PREMIER GLOBAL FUND is made effective this 31st day
of January, 1998.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties have agreed to amend the above referenced
Loan Agreement and Promissory Note as follows:
1. Subject to: (a) the closing of an initial public offering of Ontro
Securities; (b) the listing for trading of the Ontro common stock on NASDAQ; and
(c) the repayment in full of the Loan on or before May 1, 1998, Lender agrees to
the following:
i. The Maturity Date of the Note set forth in Section 1.2 of the Loan
Agreement is extended to the earlier of (x) five business days after the closing
of the Borrower's IPO or (y) May 1, 1998;
ii. Waiver of Lender's right to Default Shares set forth in Section 6.1 of
the Loan Agreement; and
iii. Waiver of Lender's right to a retroactive interest rate increase set
forth in Section 6.1.2 of the Loan Agreement.
2. If Borrower has not fully complied with Section 1(a), (b) or (c) above by
May 1, 1998, this First Amendment to the Loan Agreement shall be null and void.
3. The Promissory Note attached to the Loan Agreement as Exhibit "A" is hereby
amended to reflect the amended terms as set forth herein.
4. All remaining terms in the Agreement shall remain in full force and effect.
ONTRO, INC.
a California corporation
By:
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Xxxxx X. Xxxxxxx, President
PREMIER GLOBAL FUND
a Florida corporation
By:
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Name:
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Title:
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SCHEDULE "A"
Generation Capital Associates
Premier Global Fund
