January 28, 1993
VINDICATOR, INC.
0000 Xxxxxxxxxxxx Xxxx
Xxxxx 0
Xxxxx Xxxx, Xxxxxxx
X.X.X.
33566
Attention: Xx. Xxx Xxxxxxx - President
FUNDING FOR VINDICATOR, INC. ("VINDICATOR")
FROM NORDION INTERNATIONAL INC. ("NORDION")
Dear Xxx,
This letter confirms our agreement and is effective as of January 21, 1993 to
provide additional funding to Vindicator on substantially the same terms as
previous funding except for the option price.
We will lend one hundred thousand United States dollars ($100,000 U.S.), without
interest, which sum shall be repaid on or before September 4, 1994. Under no
circumstances shall such funds advanced be used to repay existing indebtedness
of Vindicator or to redeem any shares of Vindicator. Failure of Vindicator to
abide by the foregoing shall be deemed to be an Event of Default under the
Convertible Debenture ("Debenture") and Mortgage and Security Agreement
("Security Agreement") respectively issued and dated January 15, 1992.
The foregoing loan shall be deemed to be an advance under, and shall be secured
by, the Security Agreement and shall be convertible into Common Shares of
Vindicator at the option of Nordion in accordance with the terms set out in the
Debenture, save and except that the "Conversion Rate" for each share converted
shall be one fully paid and non assessable share of common stock of Vindicator
for each eight United States dollars ($8.00 U.S.) of the loan converted.
As a gesture of Nordion's commitment to food irradiation and Vindicator, Nordion
will consider advancing additional funds to Vindicator provided Vindicator is
successful in raising at least two hundred thousand United States dollars
($200,000 U.S.) in debt/equity financing. Such additional funds would be in the
order of one dollar ($1.00) for each two dollars ($2.00) of financing raised by
Vindicator.
This agreement shall be governed and interpreted in accordance with the laws of
the state of Florida.
If in agreement, please sign where indicated below for return to me.
NORDION INTERNATIONAL INC.
by:
Xxxxx Xxxxxx, Vice-President
Market Development Division
Dated this ____ of ____________, 1993
VINDICATOR, INC.
by:
----------------------------------
Xxx X. Xxxxxxx, President
Dated this ____ of ____________, 1993
c.c. X. Xxxxxxxx
