AGREEMENT
This Agreement is made by and between American Custom Components, Inc.,
a Nevada corporation (the "Company") and Generation Capital Associates, a New
York limited partnership (the "Investor") effective as of September 29, 1997.
The parties hereto agree as follows:
The Company is hereby offering to Investor the opportunity to purchase
securities, consisting of the Company's Convertible Notes (the "Notes"),
issuable in amounts not less than $100,000 per Note unless the purchase bringing
the total to $1,000,000 requires a lower amount (with the first such Note
subscribed at not less than $200,000 principal amount). Each of the Notes shall
be convertible into Shares of Common Stock at a conversion price equal to the
greater of: (i) Eighty Three Percent (83%) of the Closing Bid Price of the
Common Stock on the business date immediately preceding the Conversion Date, or
(ii) Four Dollars and Ninety Eight Cents ($4.98). The Notes shall be in
substantially the form attached hereto as Exhibit A, the terms of which are
hereby incorporated herein as if such Note were fully set forth herein. Terms
not otherwise defined herein shall be as set forth in the Note. The Company
hereby acknowledges and agrees that Investor shall have 20 trading days after
the date of this Agreement to purchase up to an aggregate of $1,000,000
principal amount of Notes. The Company further acknowledges and agrees that
Investor has no obligation to purchase any amount of Notes pursuant to this
Agreement until and at such time that it agrees in writing to do so and
purchases a Note or Notes from the Company.
IN WITNESS WHEREOF, intending to be legally bound, the parties hereto
have executed this Agreement as of September 29, 1997.
AMERICAN CUSTOM COMPONENTS, INC.
By: /s/Xxxxxx Xxxx Walk
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Xxxxxx Xxxx Walk, Chief Executive Officer
GENERATION CAPITAL ASSOCIATES
By: /s/ Xxxxx X. Xxxx
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Xxxxx Xxxx, General Partner
WAIVER
In connection with that certain agreement (the "Agreement") dated as of
September 29, 1997 between American Custom Components, Inc. ("ACC") and
Generation Capital Associates ("GCA"), the undersigned on behalf of ACC hereby
waives the requirement in the Agreement that the initial Convertible Note be in
an original principal amount of not less than $200,000.00 and amends such
provision to require the initial Convertible Note to be in an original principal
amount of not less than $74,000.00. Except as otherwise amended herein, the
terms of the Agreement shall remain in full force and effect and this waiver
shall not constitute a waiver of any other term or condition in the Agreement.
this waiver is effective as of this 6th day of October 1997.
AMERICAN CUSTOM COMPONENTS, INC.
By: /s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
Chief Financial Officer
