LOAN AGREEMENT
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THIS AGREEMENT dated as of the 30th day of September, 2000, is by and
between Grupo Gia International S.A., a foreign corporation ("GRUPO GIA") and
Cormax Business Solutions, Inc., an Alberta corporation, with its principal
place of business located at 000, 000-0xx Xxx., X.X. Xxxxxxx, Xxxxxxx Xxxxxx,
X0X 0X0 ("CORMAX").
WITNESSETH
That in consideration of the mutual covenants herein contained and for
other good and valuable consideration, it is mutually convenanted and agreed as
follows:
SECTION 1. THE LOAN
1.1 The Loan. Subject to the satisfaction of the terms and conditions of
this Agreement Grupo Gia International S.A. agrees to make a loan advance to
Cormax in the amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) on
October 1, 2000 at a rate of twelve percentage annualized (12%).
1.2 Collateral. The obligations of CORMAX to GRUPO GIA and under the Note
shall be secured by treasury stock. The security is to determine on a post split
basis. The lender's security is ONE HUNDRED THOUSAND DOLLARS of stock valued at
seventy percent (70%) discount to the five day moving average after the split.
1.3 Finder's Fee. There is no finder's fee associated with this loan.
SECTION 2. CLOSING DATE
The closing of the transactions provided in this Loan Agreement shall
be held on October 1, 2000 at the office of CORMAX, 000, 000-0xx Xxx., X.X.
Xxxxxxx, Xxxxxxx, Xxxxxx X0X-0X0, or at such other place as the parties acting
through their attorneys shall mutually agree prior to such date. The aforesaid
date and time, or such other date and time as may be agreed upon herein, is
called the ("Closing Date").
SECTION 3. REPRESENTATIONS AND WARRANTIES
OF BORROWER
It is understood and agreed by and between the parties that as an
inducement to GRUPO GIA to enter into this Agreement and to make the loan CORMAX
has made to GRUPO GIA the representations and warranties set forth in this
Section 3, all of which are true and correct on the date hereof and the Closing
Date and as of the date of the advanced funds that the representations and
warranties shall survive the Closing Date and that CORMAX has relied and will
rely on said representations and warranties.
3.1 Corporate Authority CORMAX is a corporation duly organized and
existing under the laws of Alberta and that the officers of CORMAX executing the
Note and this Loan Agreement have the corporate power and authority to carry on
the business of the corporation and to conduct the business of the corporation
contemplated by this Loan Agreement and the Note; that CORMAX is qualified to do
business in every jurisdiction in which the nature of its business or ownership
of its business activities requires qualification; and that CORMAX has the
corporate power and authority for its officers to enter into this Agreement and
to undertake the transactions contemplated hereby. All action necessary and
proper has been taken by and on behalf of CORMAX with respect to the
authorization, execution and delivery of this Agreement, the Note and other
collateral documents contemplated hereby, and such instruments and documents
constitute the legal, valid and binding obligations of CORMAX, enforceable in
accordance with their terms. Neither the execution and performance of this
Agreement, nor the borrowing hereunder and the execution and delivery of the
Note or the issuance of securities as collateral will violate any provisions of
law, any order of any Court or any other agency of government, the Articles of
Incorporation or Bylaws of CORMAX, or any indenture, agreement or other
instrument to which CORMAX is a party or by which it is bound, or be in conflict
with or result in a material breach of or constitute a default under any
material obligation or agreement to which CORMAX is a party.
3.2 Representations Complete. No representation or warranty of CORMAX
made in this Agreement or in any document or certificate furnished pursuant to
this Agreement or in connection with the transaction contemplated hereby
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make any statement of fact
contained herein or therein not misleading.
3.3 Prepayment. CORMAX shall at any time be entitled to prepay the loan
amount by payment in full of the principal amount and accrued interest without
penalty.
SECTION 4. DEFAULT
In case of the happening of any one (1) or more of the following events
(herein and in the Note called "Events of Default"):
(a) If CORMAX shall default in the due and punctual payment of any
interest or principal as provided in the Note or any other amounts owed to GRUPO
GIA for more than ten (10) business days after the date when the same shall
become due and payable, whether at the due date thereof or at a date fixed for
prepayment or by acceleration or otherwise;
(b) If CORMAX or any subsidiary thereof (or any of the Guarantors)
shall make an assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts as they become due or shall file a voluntary
petition in bankruptcy, or shall file any petition or answer seeking any
reorganization, arrangement composition, adjustment, liquidation, disolution or
similar relief under the Federal Bankruptcy Code or any future Federal
bankruptcy act or other applicable Federal, state or other statute, law or
regulation shall remain undismissed or unstayed for an aggregate of 60 days
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liquidator of either borrower or any subsidiary thereof (or all or any
substantial part of the properties of Borrower or any subsidiary thereof or any
of the Guarantors) shall be appointed without the consent or acquiescence of
CORMAX or such subsidiary, as the case may be, and such appointment shall remain
unvacated or unstayed for an aggregate of 60 days (whether or not consecutive),
then and in every such Event of Default and at any time thereafter during the
continuance of such Event of Default, GRUPO GIA may by written notice to CORMAX,
declare the entire principal and accrued interest on the note and any other
indebtedness of CORMAX to GRUPO GIA to be due and payable, whereupon the Note
and all accrued interest and all other such indebtedness will thereupon
immediately become due and payable with presentment, demand, protest, or further
notice of any kind whatsoever, all of which are hereby expressly waived; or
GRUPO GIA may exercise any other remedy available to it under any other
agreements or instruments securing or relating to the Loan.
SECTION 5. MISCELLANEOUS
5.1 This Agreement contains the entire understanding between the
parties hereto, and there have been no oral or other agreements, representations
or warranties of any kind or nature (i) concerning or relating to the contents
of this Agreement, or (ii) made or given as a condition precedent or inducement
to the signing of this Agreement, or (iii) otherwise concerning this Agreement
or the subject matter hereof.
5.2 This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.
5.3 This Agreement may be executed in multiple originals, each of which
will have the force and effect of an original.
5.4 This Agreement may be executed in one or more counterparts, and all
such counterparts shall constitute one and the same instrument.
5.5 This Agreement and the Note, shall be construed according to the
laws of Alberta.
5.6 No modifications of any provision herein shall be effective unless
such modification shall be in writing and signed by the parties.
5.7 No party shall be deemed to have waived any provision of this
Agreement unless such waiver shall be in writing and be signed by such party. No
waiver shall be deemed a continuing waiver unless so stated in writing.
WITNESS OUR HANDS this 1st day of October, 2000.
CORMAX BUSINESS SOLUTIONS, INC. GRUPO GIA INTERNATIONAL S.A.
/s/ Xxxx Xxxxxxxx /s/ ILLEGIBLE
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