EXHIBIT 99.5
FULL CANCELLATION OF INDEBTEDNESS EFFECTIVE AS OF APRIL 26, 2001
BETWEEN 4-D AND SWISSPARTNERS INVESTMENT NETWORK LTD.
EXHIBIT 99.5
FULL CANCELLATION OF INDEBTEDNESS
This full cancellation of indebtedness (this "Cancellation") is entered
into effective as of April 26, 2001, by and between 4-D Neuroimaging, a
California corporation based in San Diego, California ("Borrower"), and
Swisspartners Investment Network Ltd., a company based in Zurich, Switzerland
("Lender").
WHEREAS, Xxxxxx provided a total US$450,000 of working capital to
Borrower on or about September 12, 2000 in the form of a loan (the
"Loan"), and
WHEREAS, Xxxxxx provided an additional US$400,000 of working capital to
Borrower on or about March 1, 2001, thereby increasing the amount of
the Loan by same, and
WHEREAS, Xxxxxx has agreed to accept Xxxxxxxx's common stock as payment
in full for the remaining principal balance and all accrued interest
outstanding under the Loans on the terms and conditions set forth
below, and
WHEREAS, in connection with this Cancellation, Xxxxxx has entered into
that certain Common Stock Purchase Agreement of even date herewith (the
"Purchase Agreement") by and between Borrower, Lender and certain other
investors, pursuant to which Lender will receive 4,156,510 shares of
Borrower's common stock (the "Purchase Agreement").
NOW, THEREFORE, Xxxxxx and Xxxxxxxx represent and agree as follows:
Lender hereby accepts as full and final payment of all principal and
accrued interest outstanding under the Loan 4,156,510 shares of
Borrower's common stock pursuant to the Purchase Agreement and hereby
waives its right to receive repayment of the Loans in Lender's
currency.
Xxxxxx agrees to mark as cancelled and to return all evidences of
indebtedness of Borrower including, but not limited to, the loan
agreements evidencing the Loan.
Xxxxxx represents and warrants that Xxxxxx has not assigned, pledged or
otherwise transferred the Loans or any rights thereunder to any third
party and agrees to indemnify Borrower against any and all claims by
third parties asserting any right to payment pursuant to such Loan.
Lender represents that it is duly authorized to enter into this
Cancellation, that this Cancellation is a binding obligation of Lender,
enforceable against Lender in accordance with its terms, and that no
governmental or other third party consent is required to approve the
transactions contemplated hereby.
This Cancellation and any dispute, including without limitation any
arbitration, arising from the performance or breach of this Cancellation shall
be governed by and
construed and enforced in accordance with the laws of the state of California,
without reference to conflicts of laws principles. Both parties hereby submit to
the jurisdiction of the state and federal courts sitting in the state of
California, to the exclusion of any other courts which might have jurisdiction
apart from this provision.
IN WITNESS WHEREOF, this Cancellation has been executed by the persons
below as of the date first indicated above, each person being the duly appointed
representative of the respective Parties.
/S/ XXXXXX XXXX /S/ X. XXXXX XXXXXXXX
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Xx. Xxxxxx Xxxx D. Xxxxx Xxxxxxxx
Swisspartners Investment Network Ltd. 4-D Neuroimaging
Xxxxxx Xxxxxxxx
/S/ XXXXX XXXXX
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Xx. Xxxxx Xxxxx
Swisspartners Investment Network Ltd.
Lender
