AGREEMENT
This Agreement is entered into on February 4, 1997, by and between Concord
Growth Corporation, having a place of business at 0000 X. Xxxxxx Xxxxx, Xxxx
Xxxx, XX 00000 ("Concord"); Source Scientific, Inc., having a place of business
at 0000 Xxxxxxx Xxx, Xxxxxx Xxxxx, XX 00000 ("Source") and Boston Biomedica,
Inc., having a place of business at 000 Xxxx Xxxxxx, Xxxx Xxxxxxxxxxx, XX 00000
("BBI").
1. Source currently has a lending arrangement with Concord pursuant to a certain
Loan Agreement effectively dated October 1, 1996. That Loan Agreement provides
for lending by Concord on accounts receivable, as well as additional
Accommodation Notes on inventory and equipment related to Source's short term
cash requirements.
2. BBI has agreed to lend Source and initial amount of $500,000, as a Demand
Note, in association with BBI's asset purchase of Source. BBI requires a first
position on all collateral except "Accounts" as defined under section 9-106 of
the General Laws of Massachusetts in association with the Demand Note; as such,
BBI requires that Concord subordinate on all collateral except "Accounts"
related to its Demand Note with Source. Concord agrees to such subordination and
agrees to enter into any and all documentation necessary to recognize and
perfect BBI's security interest.
3. However, Concord requires that all amounts related to Accommodation Notes be
paid prior to effectiveness of the subordination. To facilitate meeting
immediate cash needs of Source, Concord is willing to sign appropriate UCC
documentation recognizing such subordination, but only with the understanding
that the subordination is of no force and effect until the balance of
$200,000.00, plus interest since December 31, 1996, on the Accommodation Notes
have been paid in full by Source, by wire transfer or otherwise.
4. Effective upon payment of the Accommodation Notes, Concord has agreed to
reduce the monthly minimum interest payment to $2,500 in return for an increase
in interest rate to prime plus 5% and a reaction in advancement to 70%, as well
as Source's agreement to pay off the entire loan by April 30, 1997. Concord also
agrees to waive the pre-payment penalty.
Concord Growth Corporation Boston Biomedica, Inc.
By: /s/ X. XXXXXXXX By: /s/XXXXXXX X. XXXXXXXXXX
Title: Vice President Title: President
Source Scientific, Inc.
By: /s/XXXXXXX X. XXXXXXXX
Title: President and CEO
