EXHIBIT 10.25
Photoelectron Corporation
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
February 28, 1998
Xxxxx X. Xxxxxxx
c/o Aegeus Shipping Co., Ltd.
Xxxxx Xxxxxxxx
00-00 Xxxx Xxxxxxx
Xxxxxx
Dear Xx. Xxxxxxx:
Reference is made to the Photoelectron Corporation Amended and Restated
Convertible Note Purchase Agreement (originally dated as of July 11, 1991) dated
as of August 8, 1996 among Photoelectron Corporation, PYC Corporation and Xxxxx
X. Xxxxxxx (the "Agreement") and the Photoelectron Corporation 8% Subordinated
Convertible Note Due 1998 (the "Note"). Capitalized terms used herein shall
have the meanings set forth in the Agreement.
The undersigned desire to set forth in writing their oral agreement as of
March 29, 1998 with respect to an amendment to the terms of the Note and the
Agreement and believe that such amendment is in the best interest of each of the
undersigned.
The undersigned acknowledge that (i) pursuant to Section 3.01(b) of the
Agreement, at the option of the holder of the Note, all of the accrued and
unpaid interest on the Note may be converted in accordance with the terms of the
Agreement at any time into fully paid and non-assessable shares of Common Stock
and (ii) pursuant to the Note, interest accrues on March 31, June 30, September
30 and December 31 of each year.
In order to clarify the understanding of the undersigned parties with
respect to the foregoing provisions of the Agreement and the Note, the
undersigned agree that notwithstanding the accrual of interest on the Note on
the dates set forth in the preceding paragraph, no interest that accrues on such
dates during a calendar year may be converted by the holder of the Note into
Common Stock until July 31, 1998.
-1-
Except as clarified above, the Agreement and the Note are hereby confirmed
in their entirety. This letter agreement which taken together shall constitute
one and the same instrument, and any party hereto may execute this letter
agreement by signing any such counterpart.
Sincerely,
PHOTOELECTRON CORPORATION
/s/ Xxxxx X. Xxxxxxxxx
----------------------------------
By: Xxxxx X. Xxxxxxxxx
Its: Vice President and
Chief Operating Officer
Acknowledged and Agreed:
/s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx
-2-
