EXHIBIT 22.1 FORM OF AMENDED AND REVISED CREDIT LINE AGREEMENT, DATED JANUARY 8,
2006
THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES
UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
Amended and Revised
PROMISSORY NOTE AND
CREDIT LINE AGREEMENT
Date of Credit Line/Note: January 8, 2006
by and among
China Direct Trading Corporation
and
Xxxxxx Xxxxxx, Xxxxxxx Postal, Xxxxxx Xxxxx and Xxxxxxx Xxxxxxxx
$637,000
loan origination fee: $-0-
8.5% annual interest (applied to all outstanding balances hereunder)
Section 1: Instrument: This Credit Line Agreement is also a Promissory Note made
by China Direct Trading Corporation, a Florida corporation, for the benefit of
the Noteholders listed below. The term "Credit Line/Note" and shall mean this
agreement and the incorporated Promissory Note.
Section 2: Debt: China Direct Trading Corporation, a Florida corporation (the
"Company"), for value received, hereby promises to pay to Xxxxxx Xxxxxx, in
trust for and as attorney-in-fact for Xxxxxx Xxxxxx, Xxxxxxx Postal, Xxxxxx
Xxxxx and Xxxxxxx Xxxxxxxx (collectively, the "Noteholders"), the sum of Six
Hundred Thirty Seven Thousand and no/100 dollars ($637,000), or such other
amounts as may be outstanding (the "principal") plus interest accrued on unpaid
principal, at a rate of eight and one half percent (8.5%) simple interest per
annum (the "interest") from the date of this Credit Line/Note until the
principal amount hereof and all fees and interest accrued thereon is paid (or
converted, as provided in Section 10 hereof, into securities). The Company shall
deal with the Noteholders in all respects as a single group and shall not enter
into separate agreements or arrangements with one of the Noteholders unless the
other Noteholders are also a party to such agreements or arrangements.
Section 3. Payment and Maturity Date. Payments of the outstanding principal and
interest thereon shall be paid as follows: in Eight (8) equal calendar quarterly
payments of interest only, and then in eight (8) equal calendar payments of
principal and interest. All outstanding principal and interest thereon shall be
due and payable in full by the Company to the Noteholders at 3:00 p.m., local
Miami, Florida time, on January 2, 2010 ("Maturity Date"). All payments
hereunder of principal, interest and any other charges shall be made to Xxxxxx
Xxxxxx as the attorney-in-fact and in trust for the Noteholders. Said payments
shall be made to the address or account indicated in a writing signed by all the
Noteholders. All payments hereunder shall be made by Company check or wire
transfer only, if the Noteholders elect to convert their principal and interest
thereon into shares of a new series of preferred stock of the Company ("Stock").
Section 4: Default and Acceleration of Payments. The principal amount of this
Credit Line/Note with fees and interest accrued thereon, shall become
immediately due and payable by the Company to the Noteholders on the earliest to
occur of (i) the Maturity Date, (ii) within ten (10) days after the date of the
closing o0f the sale of securities by the Company pursuant to a registration
statement filed by the Company under the securities Act of 1933, as amended, in
connection with the offering of its securities to the public ("Public Offering")
and the Public offering is not on a Form S-8 and results in net offering
proceeds of at least $700,000 to the Company, or (iii) the date fifteen (15)
days after the date of any breach by the Company of any agreement with
Noteholders and/or any affiliate of Noteholders, unless this Credit Line/Note
shall have been previously converted pursuant to Section 10 hereof or as
provided otherwise in this Note.
Section 5: Pre-Payment. This Credit Line/Note may be prepaid in full at any time
without penalty upon ten (10) days written notice to Noteholders; provided,
however, Noteholders shall have no obligation to accept any payment for less
than the then-due amount.
Section 6: Late Fee: If any payment is not made when due hereunder, time being
of the essence, a late fee equal to one percent (1%) of such late payment shall
be immediately due hereunder (in addition to all other amounts due hereunder).
Section 7: All payments hereunder shall be payable in lawful money of the United
States of America which shall be legal tender for public and private debts at
the time of payments.
Section 8: Attorney in Fact. Xxxxxx Xxxxxx is duly appointed attorney-in-fact
for the Noteholders in respect of this Credit Line/Note. The Company may rely on
the communications and decisions of Xx. Xxxxxx as being that of the Noteholders
in all respects and in respect of any actions or transactions conducted in
furtherance of or pursuant to this Credit Line/Note. Further, the Company shall
make all payments hereunder to Xx. Xxxxxx and Xx. Xxxxxx shall be solely liable
and responsible for payment of such money to the Noteholders.
Section 9: Conditions. The following additional terms and conditions shall apply
hereto:
9.1. Definitions. The following definitions shall apply for all purposes
of this Credit Line/Note:
9.2 "Company" shall mean the Company as defined above and includes any
corporation, which shall succeed to or assume the obligations of the Company
under this Credit Line/Note.
9.3 "Change of Control Transaction" shall mean a merger, acquisition, or
other business combination in which fifty percent (50%) or more of the Company's
outstanding voting stock is transferred to different holders in a single
transaction or a series of related transactions.
9.4 "Conversion Date" shall mean the date on which, pursuant to
Section 10 hereof, Noteholders exercises its right to convert this Credit
Line/Note into the Conversion Stock at the Conversion Price.
9.5 "Conversion Stock" shall mean the shares of the Stock, a new series
of preferred stock of the Company, restricted under Rule 144 of the Securities
Act of 1933, as amended, with the rights and terms to be negotiated with between
the Noteholders and the Company and to be set forth in a Certificate of
Designation, Rights and Privileges to be appended to the Company's Articles of
Incorporation ("Articles"); provided, however that the conversion ratio of the
Conversion Stock into shares of the CHDT Common Stock shall be capped at an
aggregate of 42,466,666 and 2/3 shares of per $637,000 in credit. The number and
character of shares of Conversion Stock are subject to adjustment as provided
herein and the term "Conversion Stock" shall include shares and other securities
and property at any time receivable or issuable upon conversion of this Credit
Line/Note in accordance with its terms.
9.6 "Conversion Price" shall be $1.00 of principal and/or interest
converted into one (1) share of Preferred Stock with each share of Preferred
Stock to be convertible into 66.66 shares of Company Common Stock, $0.0001 par
value per share ("Common Stock").
9.7 "Noteholders," "holders", or similar terms, when the context refers to the
holders of this Note, shall mean any person who shall at the time be the
registered holder of the Note.
9.8 "SEC" shall mean the U.S. Securities and Exchange Commission.
Section 10. Conversion.
10.1 "Conversion of Note" At any time prior to payment in full of
the entire principal balance, plus accrued interest thereon, and upon five (5)
days' prior written notice, Noteholders shall have the right, at the
Noteholders' option, which election by the Noteholders must be unanimous and
evidenced by a written election form signed by all of the Noteholders and
delivered to the Company, to convert the principal and accrued interest on this
Note, in whole or in part, into Conversion Stock at the Conversion Price.
Conversion under this Section 10 shall occur only upon surrender of this Credit
Line/Note for conversion at the principal offices of the Company, accompanied by
written notice of election to convert that is signed by all of the Noteholders.
10.2 "Certain Transactions" The Company shall give written notice to
Noteholders of any Change of Control Transaction at least ten (10) business days
prior to the date on which Such Change of Control Transaction shall take place.
Prior to the closing of such Change of Control Transaction, the Company shall,
at Noteholders' election, either (i) repay all unpaid principal and interest
under this Note, or (ii) convert this Credit Line/Note into Conversion Stock at
the Conversion Price.
10.3 Issuance of Conversion Stock. As soon as practicable after
conversion of this Note, the Company, at its expense, will cause to be issued in
the name of and delivered to the holder of this Note, a certificate or
certificates for the number of shares of Conversion Stock to which the holder
shall be entitled upon such conversion together with any other securities and
property to which the holder is entitled upon such conversion under the terms of
this Note. Such conversion shall be deemed to have been made (i) under Section
10 above and (ii) immediately prior to the close of business on the date that
the Credit Line/Note shall have been surrendered for conversion, accompanied by
written notice of election to convert. No fractional shares will be issued upon
conversion of this Note. If upon a conversion of this Credit Line/Note a
fraction of a share would otherwise result, then, in lieu of such fractional
share, the Company will pay the cash value of that fractional share, calculated
on the basis of the applicable Conversion Price. In the event that the
Noteholders elect to convert less than the entire amount of principal and
interest due under the Credit Line/Note into Conversion Stock, then outstanding
portion of the principal and interest shall continue to be governed by this
Credit Line/Note.
Section 11. Adjustment of Number of Shares. The number and character of shares
of Conversion Stock issuable upon conversion of this Credit Line/Note (or any
shares of stock or other securities or property at the time receivable or
issuable upon conversion of this Note) are subject to adjustment upon the
occurrence of any of the following events:
11.1 Adjustment for Stock Splits, Stock Dividends,
Recapitalizations. In the event that the Company shall fix a record date for the
determination of holders of securities affected by any stock split, stock
dividend, reclassification, recapitalization or other similar event that will,
in the future, affect the number of outstanding shares of the Company's capital
stock, then, and in each such case, Noteholders, upon conversion of this Credit
Line/Note at any time after the Company shall fix the record date for such
event, shall receive, in addition to the shares of Conversion Stock issuable
upon conversion of the Conversion Date, the right to receive the securities of
the Company to which such holder would have been entitled if such holder had
converted this Credit Line/Note immediately prior to such record date (all
subject to further adjustment as provided in this Note.)
11.2 Adjustment for Dividends and Distributions. In the event that
the Company shall make or issue, or shall fix a record date for the
determination of eligible holders of securities entitled to receive, a dividend
or other distribution payable with respect to the Conversion Stock (or any
shares of stock or other securities at the time issuable upon conversion of this
Note) that is payable in (a) securities of the Company other than capital stock
or (b) any other assets, then, and in each such case, Noteholders, upon
conversion of this Credit Line/Note at any time after the consummation,
effective date or record date of such event, shall receive, in addition to the
shares of Conversion Stock (or such other stock or securities) issuable upon
such conversion prior to such date, the securities or such other assets of the
Company to which such holder would have been entitled upon such date if such
holder had converted this Credit Line/Note immediately prior thereto (all
subject to further adjustment as provided in this Note).
11.3 Adjustment for Reorganization, Consolidation, Merger. In the
event of any reorganization not considered a Change of Control Transaction of
the Company (or any other corporation the stock or other securities of which are
at the time receivable upon the conversion of this Note) after the date of this
Note, or in the event, after such date, the Company (or any such corporation)
shall consolidate with or merger into another corporation or convey all or
substantially all of its assets to another corporation where such transaction is
not considered a Change of Control Transaction, then, and in each such case,
Noteholders, upon the conversion of this Credit Line/Note (as provided in
Section 10 above) at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities and property receivable upon the conversion of
this Credit Line/Note prior to such consummation, the stock or other securities
or property to which such Noteholders would have been entitled upon the
consummation of such reorganization, consolidation, merger or conveyance if such
holder had converted this Credit Line/Note immediately prior thereto, all
subject to further adjustment as provided consolidation, merger or conveyance
(if other than the Company) shall duly execute and deliver to Noteholders a
supplement hereto acknowledging such corporation's obligations under this Credit
Line/Note. In each such case, the terms of the Credit Line/Note shall be applied
to the shares of stock or other securities or property receivable upon the
conversion of this Credit Line/Note after the consummation of such
reorganization, consolidation, merger or conveyance.
11.4 Conversion of Stock. In the event that all of the authorized
Conversion Stock of the Company is converted, pursuant to the Amended Articles,
into other capital stock or securities or property, or the Conversion Stock
otherwise ceases to exist, then Noteholders, upon conversion of this Credit
Line/Note at any time after the date on which the Conversion Stock is so
converted or ceases to exist (the "Termination Date"), shall receive, in lieu of
the number of shares of Conversion Stock that would have been issuable upon such
conversion immediately prior to the Termination Date (the "Former Number of
Shares of Conversion Stock"), the stock and other securities and property to
which such Noteholders would have been entitled to receive upon the Termination
Date if such holder had converted this Credit Line/Note with respect to the
Former Number of Shares of Conversion Stock immediately prior to the Termination
Date (all subject to further adjustment as provided in this Note).
11.5 Notice of Adjustments. This Company shall promptly give written
notice of each adjustment or readjustment of the number of shares of Conversion
Stock or other securities issuable upon conversion of this Note, by first class
mail, postage prepaid, to the registered holder of this Credit Line/Note at the
holder's address as shown on the Company's books. The notice shall describe the
adjustment or readjustment and show in reasonable detail the facts on which the
adjustment or readjustment is based.
11.6 No Change Necessary. The form of this Credit Line/Note need not
be changed because of any adjustment in the number of shares of Conversion stock
issuable upon its conversion. In the event that applicable laws require any
change or modification of this Note, then the Company and Noteholders agree to
effect such change or modification in good faith and diligent manner, provided,
that such change or modification shall not adversely impact the rights of the
Noteholders to receive the payments required hereunder.
11.7 Reservation of Stock. The Company has taken or will take within
the 90 days immediately preceding the date first written above all necessary
corporation action and obtained all necessary government consents and approvals
to authorize the issuance of this Credit Line/Note and, prior to the conversion
hereof, the shares of Conversion Stock issuable upon conversion of this Credit
Line/Note. If at any time the number of authorized but unissued Common Stock or
other securities shall not be sufficient to effect the conversion of the
Conversion Stock, then the Company will take such corporate action as may, in
the opinion of its legal counsel, be necessary to increase its authorized but
unissued Common Stock or other securities to such number of shares of Common
Stock or other securities as shall be sufficient for such purpose.
Section 12. Fully Paid Shares. All shares of Conversion Stock issued upon the
conversion of this Credit Line/Note shall be validly issued, fully paid and
non-assessable.
Section 13. No Rights or Liabilities as Shareholder. This Credit Line/Note does
not by itself entitle any of the Noteholders to any voting rights or other
rights as a shareholder of the Company. In the absence of conversion of this
Note, no provisions of this Note, and no enumeration herein of the rights or
privileges of the holder, shall cause such holder to be a shareholder of the
Company for any purpose.
Section 14. Corporate Action; No Impairment. The Company will not, by amendment
of its Articles of Incorporation or bylaws, or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, repurchase of
securities, sale of assets or any other action, avoid or seek to avoid the
observance or performance of any of the terms of this Note, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate, or as reasonably
requested by Noteholder, in order to protect the rights of Noteholder under this
Credit Line/Note against wrongful impairment. The Company shall not negotiate
with or entertain discussions with any party regarding a Change of Control
Transaction without prior written notice to Noteholder. The Company shall not
amend its Articles of Incorporation or issue any capital stock or options to
purchase any capital stock of the Company without the prior written consent of
Noteholder which shall not be unreasonably withheld; provided, however, that the
Company may issue stock in connection with the exercise or conversion of
currently outstanding options, warrants and other convertible securities.
Section 15. Default. The Company will be in default if the Company fails to make
any payment when due hereunder. The Company will also be in default if any of
the following occurs and such default is not cured within a fifteen (15) day
period after Noteholder has given the Company written notice of such default;
15.1 The Company breaches any material obligation to Noteholder
hereunder.
15.2 A receiver is appointed for any part of the Company's property,
the Company makes an assignment for the benefit of creditors, or any proceeding
is commenced either by the Company or against the Company under any bankruptcy
or insolvency laws.
15.3 The Company suspends its normal business operations or otherwise
fails to continue to operate its business in the ordinary course.
15.4 In the event of a default under this Section15, Noteholders shall,
in addition to any other remedies allowed by law, be entitled to accelerate all
unpaid principal and interest under this Note.
Section 16. Piggyback Registration Rights.
16.1 Registration Rights. The Company hereby grants piggyback
registration rights to the shares of Common Stock issued upon conversion of the
Conversion Stock, excluding any Form S-8 registration statement filed by the
Company from the purview of said rights. The Company shall pay all costs and
expenses of said registration statement. As a condition precedent to the
registration rights granted under this Section 16, each of the Noteholders
hereby agree to provide the Company in a good faith and diligent manner with all
information, documents and agreements that are reasonably necessary to comply
with applicable federal and state securities laws and regulations applicable to
the registration statement to be filed under and in furtherance of Section 16
above. If any of the Noteholders fails to comply with this Section 16, then the
Company shall be entitled to deny registration rights hereunder or otherwise to
any Company securities owned or held by the offending Noteholder.
16.2 Restrictive Covenants. Each of the Noteholders hereby agrees and
represents to the Company as follows:
16.2.1 Each of the Noteholders hereby covenants with the Company (i)
not to make any sale of the Conversion Stock or underlying Common Stock without
effectively causing any and all acts and/or documentation required by the SEC
under the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended, to be satisfied, and (ii) if such securities of the Company
are to be sold by any method or in any transaction other than on a national
securities exchange, Nasdaq National Market, Nasdaq SmallCap Market or in the
over-the-counter bulletin board market, in privately negotiated transactions, or
in a combination of such methods, to notify the Company at least twenty (20)
business days prior to the date on which the Holder first offers to sell any
such securities.
16.2.2 Each of the Noteholders acknowledges and agrees that the shares
of Common Stock underlying the Conversion Stock sold pursuant to any and all
documentation required by the SEC described in this Section 16 are not
transferable on the books of the Company unless the stock certificate submitted
to the transfer agent evidencing securities is accompanied by a certificate
reasonably satisfactory to the Company to the effect that (i) the such
securities have been sold in accordance with any and all requirements set forth
by the bankruptcy court and/or the SEC and (ii) the requirement of delivering
all necessary documents has been satisfied.
16.2.3 Each of the Noteholders agrees not to take any action with
respect to any distribution deemed to be made pursuant to such conversion which
would constitute a violation of Regulation M under the Securities Exchange Act
of 1934, as amended, or any other applicable rule, regulation or law.
16.2.4 With a view to making available to the Noteholders the benefits
of certain rules and regulations of the SEC, the Company shall use its
reasonable good faith efforts to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Act at all times; and
(b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Exchange Act; and
16.2.5 Any provision of this Section 16 may be waived (either generally
or in a particular instance, either retroactively or prospectively and either
for a specified period of time or indefinitely) or amended upon the written
consent of the Company and the Noteholders holding at least a majority of the
Registrable Securities that are then outstanding, Upon the effectuation each
such waiver or amendment, the Company shall promptly give written notice thereof
to the Noteholders, if any, who have not previously received notice thereof or
consented thereto in writing.
Section 17. Indemnification. To the extent permitted by applicable laws, the
Company shall indemnify each of the Noteholders with respect to which any
conversion, qualification or compliance has been effected pursuant to this
Agreement, against all claims, losses, damages and liabilities (or action in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any and
all documents deemed necessary by the SEC, qualification or compliance, or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in light of the circumstances in which they were made, and will reimburse each
of the Noteholders, for reasonable legal and other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability or action as incurred; provided that the Company will not be liable in
any such case to the extent that any untrue statement or omission or allegation
thereof is made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such Noteholders and stated to be
specifically for use in preparation of such necessary documents, prospectus or
offering circular; and, provided further, that the Company will not be liable in
any such case where the claim, loss, damage or liability arises out of or is
related to the failure of the Noteholders to comply with the covenants and
agreements contained in this Agreement respecting the registration, transfer or
sale of the Common Stock underlying the Conversion Stock.
Section 18. Waiver and Amendment. ANY PROVISION OF THIS CREDIT LINE/NOTE MAY BE
AMENDED, WAIVED, MODIFIED, DISCHARGED OR TERMINATED SOLELY UPON THE WRITTEN
CONSENT OF BOTH THE COMPANY AND ALL OF THE NOTEHOLDERS.
Section 19. Assignment; Binding upon Successor and Assigns. The Company may not
assign any of its obligations hereunder without the prior written notice of
Noteholders. The terms and conditions of this Credit Line/Note shall inure to
the benefit of and be binding upon the successors and permitted assigns of the
Noteholders and the Company.
Section 20. Waiver of Notice; Attorneys' Fees. The Company and all endorsers of
this Credit Line/Note hereby waive notice, demand, notice of nonpayment,
presentment, protest and notice of dishonor. If any action at law or in equity
is necessary to enforce this Credit Line/Note or to collect payment under this
Note, Noteholders shall be entitled to recover, as an element of the costs of
suit and not as damages, reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.
Noteholders will be entitled to recover its costs of suit, regardless of whether
such suit proceeds to final judgment.
Section 21. Construction of Credit Line/Note. The terms of this Credit
Line/Credit Line/Note have been negotiated by the Company, the Noteholders and
their respective attorneys and the language hereof will not be construed for or
against either Company or any of the Noteholders. Unless otherwise explicitly
set forth, a reference to a Section 21 will mean a section in this Credit Line.
The titles and headings herein are for reference purposes only and will not in
any manner limit the construction of this Credit Line/Note which will be
considered as a whole.
Section 22. Notices. Any notice or other communication required or permitted to
be given under this Credit Line/Note shall be in writing, shall be delivered by
hand or overnight courier service, by certified mail, postage prepaid, or by
facsimile, and will be deemed given upon delivery, if delivered personally, one
business day after deposit with a national courier service for overnight
delivery, or one business day after transmission by facsimile with confirmation
of receipt, and three days after deposit in the mails, if mailed, to the
following addresses:
(i) If to Noteholders:
Xxxxxx Xxxxxx
00000 Xxxxxxx Xx., #000
Xxxxxx Xxxx, Xxxxxxx 00000
(000) 000-0000
(ii) If to Company:
Xxxx X. Xxxxxxx, Legal Counsel to Company
0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
(000) 000-0000 email: xxxxx@xxx.xxx
or to such other address as may have been furnished to the other party in
writing pursuant to this Section 14, except that notices of change of address
shall only be effective upon receipt.
Section 23. Governing Law; Consent to Jurisdiction. This Credit Line/Note and
all matters relating to this Credit Line/Note shall be governed by and construed
in accordance with the internal laws (and not the law of conflicts of the State
of Florida. Each of the parties submits to the jurisdiction of any state or
federal court sitting in Broward County, Florida, in any action or proceeding
arising out of or relating to this Credit Line/Note or any other matter arising
between the parties and agrees that all claims in respect of the action or
proceeding shall be heard and determined in any such court. Each party also
agrees not to bring any action or proceeding arising out of or relating to this
Credit Line/Note or any other matter arising between the parties in any other
court. Each of the parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought.
IN WITNESS WHEREOF, the Company has caused this Credit Line/Note to be
signed in its name as of the date first above written. The company hereby agrees
and accepts all of the obligations outlined in this convertible Note. Acceptance
of this Credit Line/Note has been approved by all of the disinterested officers
and directors of China Direct Trading Corporation.
CHINA DIRECT TRADING CORPORATION, A FLORIDA CORPORATION
By:__/s/ Xxxxxx Ullman____________________________________________
Name:__Howard Ullman____________________________
Title: __CEO____________________________
AGREED AND ACCEPTED BY AS OF THE DATE FIRST WRITTEN ABOVE:
THE SIGNATURE OF THE INDIVIDUAL NOTEHOLDERS IS MADE BELOW SOLELY TO INDICATE
THAT THE NOTEHOLDERS CONSENT TO THE TERMS OF THE CREDIT LINE/NOTE AND TO XXXXXX
XXXXXX ACTING AS THEIR ATTORNEY IN FACT HEREUNDER.
The Noteholders:
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Xxxxxx Xxxxxx
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Xxxxxxx Postal
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Xxxxxxx Xxxxxxxx
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Xxxxxx Xxxxx
