Xxxx of Sale
THIS AGREEMENT dated for reference January 2, 1996, is made
BETWEEN
HC HEALTHCARE HEARING CLINICS LTD., a company under the laws
of British Columbia with its registered and records office at
0000-000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Purchaser")
AND:
XXXXXX X. XXXXXX, XX., R. XXXXXXX XXXXXXXXX and XXXXXX X.
XXXXXX carrying on business in partnership under the trade
name "Xxxxxxx Hearing Clinic" and the said LANGLEY HEARING
CLINIC having its office at Xxxxx 000, 00000-00xx Xxxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Vendors")
WHEREAS:
A. The Vendors have agreed to sell the assets of the business of the partnership
of Xxxxxx X. Xxxxxx, Xx., R. Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxx doing
business under the trade name "Langley Hearing Clinic" (the "Clinic") to the
Purchaser pursuant to the terms and conditions of the Offer to Purchase dated
November 3, 1995 (the "Purchase Agreement");
B. The Vendors beneficially own all of the right, title and interest in and to
the tangible and intangible property to be sold to the Purchaser pursuant to the
terms of this Agreement;
THE PARTIES to this Agreement therefore in consideration of good and valuable
consideration paid by the Purchaser to the Vendors (the receipt and sufficiency
of which is acknowledged) agree as follows:
- 1 -
1. SALE OF ASSETS
The Vendors hereby absolutely sell, assign and transfer the following property
and assets owned by the Vendors or to which the Vendors is entitled to in
connection with the Clinic, namely:
(a) all equipment, furniture, furnishings and accessories and
supplies of all kinds used in connection with the Clinic
including but without limitation to, the equipment and
supplies situated at the premises of the Clinic described in
the Schedule of Assets attached hereto as Schedule "A" subject
to Section 2 of this Agreement;
(b) all inventories of and pertaining to the Clinic as
described in the Schedule of Inventory attached hereto as
Schedule "B";
(c) all accounts receivable described in the Schedule of
Receivables attached hereto as Schedule "C";
(d) the leasehold property and interest, to be assigned
pursuant to the Assignment of Lease by the Vendors to the
Purchaser and all other buildings, structures, erections,
improvements, appurtenances and fixtures situate thereon or
forming part thereof;
(e) all right, title and interest of the Vendors in, to and
under all contracts and agreements and other rights of or
pertaining to the Clinic;
(f) all prepaid expenses of the Vendors, if any;
(g) the customer list and the goodwill of the Clinic
including, without limitation, the exclusive right to the
Purchaser to represent itself as carrying on the business in
continuation of and in succession to the Vendors and all
right, title and interest of the Vendors in, to and the right
to use all registered or unregistered trademarks and trade
names of or pertaining to the Clinic including but not limited
to "Xxxxxxx Hearing Clinic" or owned by the Vendors and all
other right, title and
- 2 -
interest throughout the world to any copyright interest they
may have and the Vendors waive in favour of the Purchaser all
moral rights they have in or related to such copyright
interest; and
(h) all other property and assets owned by the Vendors or to
which the Vendors are entitled in connection with the Clinic
(except cash on hand or in banks or other depositories, life
insurance proceeds receivable and income taxes refundable);
(collectively referred to as the "Assets").
2. CONDITIONAL SALE OF ASSETS
Notwithstanding Section 4 of this Agreement, the Vendors shall withhold transfer
of title to the property and assets described in Schedule "A" of this Agreement
until such date on which the Purchaser makes the last payment of the purchase
price of the Assets (the "Purchase Price") in accordance with the Schedule of
Payment attached hereto as Schedule "D". Upon full payment of the Purchase
Price, the Vendors agree to execute and deliver to the Purchaser a Quit Claim
and Assignment in accordance with the Security Agreement between the Vendors and
the Purchaser dated January 2, 1996 (the "Security Agreement") to effect the
assignment and the transfer to the Purchaser of the good and marketable title to
the assets described in Schedule "A", free and clear and absolutely released and
discharged from and against all former and other bargains, sales, gifts, grants,
mortgages, pledges, security interests, adverse claims, liens, charges and
encumbrances of any nature or kind whatsoever and the Vendors indemnifies the
Purchaser with respect to thereto.
3. REPRESENTATIONS AND WARRANTIES
The Vendors represent and warrant to the Purchaser that the Vendors have the
power and authority to enter into this Agreement and that the Vendors are now
rightfully in title to the Assets and that the Vendors now have in them good
right, title and authority to sell, assign and transfer to the Purchaser, its
successors and assigns.
- 3 -
4. COVENANTS OF THE VENDORS
Subject to Section 2 of this Agreement, the Vendors covenant with the Purchaser
that the Purchaser shall have immediately after execution and delivery of this
Agreement possession of the Assets and may from time to time and at all times
peacefully and quietly have, hold, possess and enjoy the same and every part
thereof to and for its own use and benefit without any manner of hindrance,
interruption, molestation, claim or demand whatsoever of, from or by the Vendors
or any person whomsoever and with good and marketable title thereto, free and
clear and absolutely released and discharged from and against all former and
other bargains, sales, gifts, grants, mortgages, pledges, security interest,
adverse claims, liens, charges and encumbrances of any nature or kind whatsoever
and the Vendors indemnifies the Purchaser with respect to thereto.
5. ENUREMENT
This Agreement enures to the benefit of and is binding on the parties and their
heirs, executors, personal representative, successors and permitted assigns.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties contained in this Agreement will survive the
sale and transfer of the Assets.
7. FURTHER ASSURANCES
The parties agree to execute and deliver any other deeds, documents and
assurances and to do any other acts required to carry out the true intent and
meaning of this Agreement.
- 4 -
8. COUNTERPARTS AND FACSIMILE DELIVERY
This Agreement may be executed in counterparts in the same form and such
counterparts, when executed, will together constitute one original Agreement and
will be read together and construed as if all the signing parties had executed
one copy of this Agreement. Delivery of an executed counterpart of this
Agreement may be made by facsimile transmission to be followed by actual
delivery of such counterpart.
9. MODIFICATION
This Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto or by their heirs, executors, personal
representatives, successors and permitted assigns.
IN WITNESS WHEREOF the parties hereto entered into this Agreement on the date
hereinbefore set out.
HC HEALTHCARE HEARING CLINICS LTD.
Per: /S/ XXXX X. XXXXXXXXXX
Authorized Signatory
HEALTHCARE CAPITAL CORP.
Per: /S/ XXXX X. XXXXXXXXXX
Authorized Signatory
- 5 -
Signed, sealed and delivered )
by XXXXXX X. XXXXXX, XX. )
in the presence of: )
)
)
)
Name )
)
)
---------------------------------
Address ) /S/ X. XXXXXX
) XXXXXX X. XXXXXX, XX. in
) his capacity as a partner in the
) Partnership of Xxxxxx X.
) Xxxxxx, Jr., R. Xxxxxxx Xxxxxxxxx
) and Xxxxxx X. Xxxxxx carrying on
Occupation ) business under the trade name "Xxxxxxx
Hearing ) Clinic"
Signed, sealed and delivered )
by R. XXXXXXX XXXXXXXXX )
in the presence of: )
)
)
)
Name )
)
)
--------------------------------- /S/ R. XXXXXXX XXXXXXXXX
Address ) R. XXXXXXX XXXXXXXXX
) his capacity as a partner in the
) Partnership of Xxxxxx X.
) Xxxxxx, Jr., R. Xxxxxxx Xxxxxxxxx
) and Xxxxxx X. Xxxxxx carrying on
---------------------------------
Occupation ) business under the trade name "Xxxxxxx
Hearing ) Clinic"
- 6 -
Signed, sealed and delivered )
by XXXXXX X. XXXXXX )
in the presence of: )
)
)
)
Name )
)
)
---------------------------------
Address ) /S/ X. XXXXXX
) XXXXXX X. XXXXXX in his
) capacity as a partner in the
) Partnership of Xxxxxx X. Xxxxxx, Xx.,
) R. Xxxxxxx Xxxxxxxxx and Xxxxxx
) X. Xxxxxx carrying on business
Occupation ) under the trade name "Langley
) Hearing Clinic"
- 7 -
[Schedules "X," "X," and "C" omitted]
SCHEDULE "D"
Payment of the Purchase Price
$245,000
November 15, 1995 $ 25,000 (paid)
January 2, 1996 $120,000
plus or minus the
adjustments pursuant to
Section 4 of the Offer to
Purchase Agreement
The remaining $100,000 to be paid in four quarterly payments of $25,000 plus
interest calculated at 11% compounded quarterly on the unpaid balance on the
following dates:
April 2, 1996
July 2, 1996
October 2, 1996
January 2, 1997
- 11 -
SECURITY AGREEMENT
THIS AGREEMENT (this "Agreement") dated for reference this ___ day of January,
1996, is made
BETWEEN
XXXXXX X. XXXXXX, XX., R. XXXXXXX XXXXXXXXX and XXXXXX X. XXXXXX,
carrying on business under the firm name and style of "Langley Hearing
Clinic" and the said XXXXXXX HEARING CLINIC having its office at
102-10651 - 56th Avenue, Xxxxxxx, British Columbia, V3A 3Y9
(the "Debtors");
AND
HC HEALTHCARE HEARING CLINICS LTD., a company under the laws of British
Columbia having its registered and records office at 0000-000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Secured Party").
THE PARTIES to this Agreement in consideration of good and valuable
consideration paid by the Secured Party to the Debtors (the receipt and
sufficiency of which is acknowledged) agree as follows:
1. DESCRIPTION OF COLLATERAL
In this Agreement, the "Collateral" means all personal property described in the
schedule attached hereto as Schedule "A" (the "Collateral").
2. CREATION OF SECURITY INTEREST
The Debtors hereby grant to the Secured Party a security interest in and to the
Collateral, and in all proceeds and personal property in any form derived
directly or indirectly from any dealing with the Collateral or any part thereof
and all proceeds of those proceeds and any part thereof, to secure the payment
or performance of all obligations, indebtedness and liabilities of the Debtors
to the Secured Party (the "Security Interest"), whether incurred prior to, at
the time of or subsequent to the execution hereof, including extensions or
renewals.
- 2 -
3. TITLE TO THE COLLATERAL
Notwithstanding that the Secured Party will have possession of the Collateral,
the Debtors hereby retain all right, title and property in and to each item of
the Collateral until the Secured Party has paid to the Debtors the purchase
price in full pursuant to the Xxxx of Sale between the Secured Party and the
Debtors dated January 2, 1996 (the "Xxxx of Sale") at which time the Debtors
shall execute and deliver a Quit Claim and Assignment in the form attached
hereto as Schedule "B" (the "Quit Claim") transferring title to the Collateral
to the Secured Party.
4. OBLIGATIONS SECURED
The Security Interest shall be a continuing security interest notwithstanding
any dealing by the Secured Party with the Debtors or any other person claiming
under or with respect to the Debtors or the Collateral, or any other title
retention agreement, commercial pledge, right of resale, security interest or
other encumbrance whatsoever.
5. UNDERTAKINGS OF DEBTORS
The Debtors hereby undertake to:
(a) not, without the consent in writing of the Secured Party,
create or allow any security interest, mortgage, hypothecate,
charge, lien or other encumbrance upon the Collateral or any
part thereof ranking or purporting to rank in priority to or
pari passu with the security interests created by this
Agreement;
(b) pay all taxes, assessments, and levies or charges from any
source which may be assessed against the Collateral or any
part thereof or which may result in a lien against the
Collateral or any part thereof and insure the Collateral for
loss or destruction by fire, and any other perils stipulated
by the Secured Party in an amount not less than the full
insurable value of the Collateral or the amount from time to
time hereby secured, whichever is less, with appropriate
endorsement to secure the Secured Party as its interest
appears. In the event the Debtors fail to provide adequate
insurance when required to do so or to pay any of those taxes,
assessments, levies or charges the Secured Party may, without
notice, at its option, but without any obligation or liability
to do so, procure insurance and pay
HHC\HHC00360\37\March 6, 1997
- 3 -
taxes or other charges and add those sums to the balance of
the debt hereby secured or claim from the Debtors immediate
reimbursement of those sums;
(c) do, make and execute, from time to time at the Secured
Party's request, all financing statements, further
assignments, documents, acts, matters and things as may be
reasonably required by the Secured Party of or with respect to
the Collateral or any part thereof or as may be required to
give effect to the provisions of this Agreement, and the
Debtors hereby constitutes and appoints the Secured Party or
any receiver, manager or receiver-manager appointed by any
court of competent jurisdiction or the Secured Party (all of
whom are hereinafter referred to as the "Receiver") as
hereafter set out, the true and lawful attorney of the Debtors
irrevocably with full power of substitution to do, make and
execute all those assignments, documents, acts, matters or
things with the right to use the name of the Debtors whenever
and wherever it may be deemed necessary or expedient; and
(d) give immediate notice to the Secured Party in the event of
a change of the name, or corporate or trade name of the
Debtors.
6. DEFAULT
The Secured Party may at its option, in writing, declare the Debtors to be in
default under this Agreement if any of the following events occurs:
(a) the Debtors fail to perform any term, condition,
provision, covenant or undertaking of this Agreement or any
other agreement between the Debtors and the Secured Party;
(b) the Debtors commit an act of bankruptcy, becomes
insolvent, makes an assignment or bulk sale of its assets, or
proposes a compromise or arrangements to its creditors;
(c) any proceeding is taken with respect to a compromise or
arrangement or to have the Debtors declared bankrupt or wound
up or to have a receiver appointed of any
HHC\HHC00360\37\March 6, 1997
- 4 -
part of the Collateral or if any encumbrancer takes possession
of any part thereof;
(d) any execution, sequestration or other process of any court
becomes enforceable against the Debtors or if any distress or
analogous process is levied upon the Collateral or any part
thereof;
7. ENFORCEMENT AND REMEDIES
Upon default the Security Interests granted hereby shall become enforceable and
the Secured Party shall have all the rights and remedies available to it under
the Act as well as any other applicable laws and, but so as not to restrict the
generality of the foregoing, the following rights and remedies:
(a) the Secured Party may demand execution and delivery of the
Quit Claim;
(b) the Secured Party may appoint by instrument in writing a
Receiver of all or any part of the Collateral and remove or
replace that Receiver from time to time. Any Receiver so
appointed shall have power to take possession of the
Collateral hereby charged or to carry on the business of the
Debtors, if any, and to concur in selling any of the
Collateral or any part thereof, and for those purposes to
occupy and use any real or personal property of the Debtors
without charge therefor for so long as may be necessary;
(c) the Secured Party may seize, collect, realize, borrow
money on the security of, release to third parties or
otherwise deal with the Collateral or any part thereof in the
manner, upon the terms and conditions and at the time or times
as may seem to it advisable and without notice to the Debtors
(except as otherwise required by any applicable law);
(d) the Secured Party may charge the Debtors for any expense
incurred by the Secured Party (including taxes, insurance,
legal, accounting and receiver fees) in protecting, seizing,
collecting, realizing, borrowing on the security of, selling
or obtaining payment of the Collateral or any part thereof and
may add the amount of those sums to the indebtedness of the
Debtors;
HHC\HHC00360\37\March 6, 1997
- 5 -
(e) the Secured Party may grant extensions of time and other
indulgences, take and give up securities, accept compositions,
grant releases and discharges, release any part of the
Collateral to third parties and otherwise deal with the
Debtors, debtors of the Debtors, sureties and others and with
the Collateral and other securities as the Secured Party may
see fit without prejudice to the liability of the Debtors or
the Secured Party's right to hold and realize on the
Collateral;
(f) the Secured Party shall have the right to maintain the
Collateral upon the premises on which the Collateral may then
be situate and, for that purpose, shall be entitled to the
free use of all necessary buildings or premises for the proper
maintaining, housing and protection of the Collateral so taken
possession of by the Secured Party, and for its servant or
servants, assistant or assistants and the Debtors covenants
and agrees to provide that use without cost or expense to the
Secured Party until the time the Secured Party determines in
its discretion to remove, sell or otherwise dispose of the
Collateral of which it has taken possession;
(g) the Secured Party may, if it deems it necessary for the
proper realization of all or any part of the Collateral, pay
any encumbrance, lien, claim or charge that may exist or be
threatened against the Collateral and in every case the
amounts so paid together with costs, charges and expenses
incurred in connection therewith shall be payable on demand or
shall be at the option of the Secured Party, added to the
obligations of the Debtors to the Secured Party at the date of
delivery of the Quit Claim to the Secured Party; and
(h) the Secured Party may dispose of all or any part of the
Collateral by the methods provided for in the Act, or by lease
or otherwise, in the manner, at the price as can be reasonably
obtained therefor and on the terms as to credit and with the
conditions of sale and stipulations as to title or conveyance
or evidence of title or otherwise as to the Secured Party may
seem reasonable, provided that if any sale is on credit the
Debtors will not be entitled to be credited with the proceeds
of any sale, lease or other dispositions until the monies
therefor are actually received.
HHC\HHC00360\37\March 6, 1997
- 6 -
8. WAIVERS
The Secured Party may permit the Debtors to remedy any default without waiving
the default so remedied, and the Secured Party may waive any default without
having waived any other subsequent or prior default by the Debtors.
9. ATTACHMENT
The Debtors warrants and acknowledges that value has been given, that the
Debtors have rights in the Collateral, and that the Debtors and the Secured
Party intend the security interests created by this Agreement to attach upon the
execution of this Agreement.
10. NOTICE
10.1 Any notice under this Agreement will be given in writing and may be sent by
fax, telex, telegram or may be delivered or mailed by pre-paid post addressed to
the party to which notice is to be given at the address indicated above, or at
another address designated by either party in writing.
10.2 If notice is sent by fax, telex, telegram or is delivered, it will be
deemed to have been given at the time of transmission or delivery.
10.3 If notice is mailed, it will be deemed to have been received 48 hours
following the date of mailing of the notice.
10.4 If there is an interruption in normal mail service due to strike, labour
unrest or other cause at or before the time a notice is mailed the notice will
be sent by fax, telex, telegram or will be delivered.
11. ASSIGNMENT
The parties agree not to assign, transfer, negotiate, discount or otherwise deal
with their rights under this Agreement and under any security collateral hereto
without the prior written consent from each other.
HHC\HHC00360\37\March 6, 1997
- 7 -
12. FURTHER ASSURANCES
The Debtors will promptly execute and deliver to the Secured Party such further
documents and take such further actions as the Secured Party may request in
order to more effectively carry out the intent and purpose of this Agreement.
13. TIME
Time is of the essence of this Agreement.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and there are no warranties, representations,
conditions or collateral agreements, express or implied, relating to or in any
way affecting this Agreement or the Collateral or the rights of the parties
other than as contained herein or in the Secured Party's standard purchase order
form or in the Secured Party's standard warranty. No modification or amendment
of this Agreement will be binding upon the parties unless made in writing and
signed by both the Secured Party and the Debtors, provided, however, that the
Secured Party may amend patent errors in this Agreement and insert a description
of the Collateral where necessary after execution hereof.
15 GOVERNING LAW
This Agreement will be interpreted in accordance with the laws of the Province
of British Columbia.
16. RECEIPT OF COPY
The Debtors hereby acknowledges receipt of an executed copy of this Agreement.
The Debtors waive all rights to receive from the Secured Party a copy of any
financing statement, financing changing statement or verification statement
issued at any time in respect of this Agreement.
17. ENUREMENT
This Agreement benefits the Secured Party, its successors and assigns and binds
the Debtors and its heirs, executors, personal representatives and assigns.
HHC\HHC00360\37\March 6, 1997
- 8 -
18. OTHER ENCUMBRANCES
The Debtors covenant that the Debtors have given no security to any other
person, firm or corporation on the Collateral in priority to the security
interest of the Secured Party.
19. REMEDIES CUMULATIVE
All rights and remedies of either party hereunder are cumulative and are in
addition to, and shall not be deemed to exclude, any other right or remedy
allowed by law. All rights and remedies may be exercised concurrently.
20. SEVERABILITY
Should any part of this Agreement be declared or held invalid for any reason,
such invalidity shall not affect the validity of the remainder which shall
continue in force and effect and be construed as if this Agreement has been
executed without the invalid portion and it is hereby declared the intention of
the parties hereto that this Agreement would have been executed without
reference to any portion which may, for any reason, be hereafter declared or
held invalid.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
HC HEALTHCARE HEARING CLINICS LTD.
Per: /S/ XXXX X. XXXXXXXXXX
Authorized Signatory
HHC\HHC00360\37\March 6, 1997
- 9 -
Signed, sealed and delivered )
by XXXXXX X. XXXXXX, XX. )
in the presence of: )
)
)
)
Name )
)
)
-----------------------------
Address ) /S/ X. XXXXXX
) XXXXXX X. XXXXXX, XX. in
) his capacity as a partner in the
) Partnership of Xxxxxx X.
) Xxxxxx, Jr., R. Xxxxxxx Xxxxxxxxx
) and Xxxxxx X. Xxxxxx carrying on
Occupation ) business under the trade name "Xxxxxxx
Hearing ) Clinic"
Signed, sealed and delivered )
by R. XXXXXXX XXXXXXXXX )
in the presence of: )
)
)
)
Name )
)
)
----------------------------- /S/ R. XXXXXXX XXXXXXXXX
Address ) R. XXXXXXX XXXXXXXXX
) his capacity as a partner in the
) Partnership of Xxxxxx X.
) Xxxxxx, Jr., R. Xxxxxxx Xxxxxxxxx
) and Xxxxxx X. Xxxxxx carrying on
-----------------------------
Occupation ) business under the trade name "Langley
Hearing ) Clinic"
HHC\HHC00360\37\March 6, 1997
- 10 -
Signed, sealed and delivered )
by XXXXXX X. XXXXXX )
in the presence of: )
)
)
)
Name )
)
)
-----------------------------
Address ) /S/ X. XXXXXX
) XXXXXX X. XXXXXX in his
) capacity as a partner in the
) Partnership of Xxxxxx X. Xxxxxx, Xx.,
) R. Xxxxxxx Xxxxxxxxx and Xxxxxx
) X. Xxxxxx carrying on business
Occupation ) under the trade name "Langley
) Hearing Clinic"
PLACE WHERE COLLATERAL WILL BE KEPT:
Address
City, Province and Postal Code
HHC\HHC00360\37\March 6, 1997
SCHEDULE "A"
DESCRIPTION OF COLLATERAL
SCHEDULE "B"
QUIT CLAIM AND ASSIGNMENT
This Quit Claim and Assignment is dated for reference January __, 1997.
WHEREAS Xxxxxx X. Xxxxxx, Xx., R. Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxx (the
"Transferors") being partners in the partnership of Xxxxxx X. Xxxxxx, Xx., R.
Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxx doing business under the trade name
"Langley Hearing Clinic" wish to quit all claim to the assets set out in the
attached schedule to this Quit Claim and Assignment (Schedule "A") (the
"Collateral") and to transfer any and all rights that they may have acquired in
the Collateral to HC HealthCare Hearing Clinics Ltd. (the "Transferee").
THEREFORE, the Transferors agree that for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, they hereby sell,
assign, transfer and quit claim to the Transferee any and all right, title and
interest that it may have in and to the Collateral.
In this Quit Claim and Assignment any reference to a party includes the party's
heirs, executors, personal representatives, successors and assigns.
IN WITNESS WHEREOF the Transferors have signed this Quit Claim and Assignment of
the _______day of __________, 1996.
--------------------------
Xxxxxx X. Xxxxxx, Xx.
--------------------------
R. Xxxxxxx Xxxxxxxxx
--------------------------
Xxxxxx X. Xxxxxx
PROMISSORY NOTE
Date: January 2, 1996 Amount: $100,000
FOR VALUE RECEIVED, THE UNDERSIGNED PROMISES TO PAY ON DEMAND to
Xxxxxx X. Xxxxxx, Xx., of 00000 Xxxxxx Xxxxxxxx, Xxxxxxxxxx, X.X., X0X 0X0, R.
Xxxxxxx Xxxxxxxxx of 0000 Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxx, X.X., X0X 0X0, and
Xxxxxx X. Xxxxxx of 00000 00xx Xxxxxx, Xxxxx Xxxx, X.X., X0X 0X0, $100,000 in
quarterly payments of $25,000 plus interest calculated at an annual rate of 11%
compounded quarterly, on the unpaid balance. The said payments will be payable
on the following payment schedule:
1. April 2, 1996;
2. July 2, 1996;
3. October 2, 1996; and
4. January 2, 1997.
The Undersigned will have the right to prepay all or any amount owing pursuant
to this Promissory Note plus the interst accrued to the date of payment wihout
notice, penalty, or bonus, provided that the Undersigned at the time of such
prepayment is not in default in any of the obligations of the Undersigned
hereunder.
DATED at Vancouver, British Columbia, this 2nd day of January, 1996.
HC HEALTHCARE HEARING CLINICS LTD.
Per:
Authorized Signatory
- 12 -
