EXHIBIT 10.4
NOVATION AGREEMENT
DATE: 9TH NOVEMBER 2001
PARTIES:
(1) HTTP TECHNOLOGY INC. a corporation under Delaware Law with IRS Employer
Identification number 00-0000000 whose principal office is at 00
Xxxxxxxx Xxxxxx, Xxxxxx X0X 0XX (the "Creditor")
(2) HTTP INSIGHTS LIMITED a private limited company incorporated in England
with registered number 4032598 whose registered office is at Xxxxxxx
Park House, 00 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxx XX0 0XX (the "Original
Debtor")
(3) MEDICSIGHT LIMITED a private limited company incorporated in England
with registered number 4268510 whose registered office is at Xxxxxxx
Park House, 00 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxx XX0 0XX (the "New Debtor")
RECITALS:
A. This Novation Agreement is supplemented to a Loan Note dated 5 November
2001 issued by the Original Debtor to the Creditor in the amount of
(pound)3,659,104 (the "Loan Note"), a copy of which is annexed hereto
and initialed by the parties for the purpose of identification.
B. Pursuant to a sale agreement of even date between the parties hereto,
the Original Debtor and the New Debtor have completed the sale to the
New Debtor of the assets and the business of "Medicsight" hitherto
carried out by the Original Debtor in consideration for the assumption
by the New Debtor of the obligation to repay the Loan Note.
C. The Original Debtor wishes to be released and discharged from the Loan
Note as from the date hereof (the "Effective Date") and the Creditor
has agreed to release and discharge the Original Debtor from the
Effective Date upon the terms of the New Debtor's undertaking to
perform the Loan Note and be bound by the terms thereof in place of
the Original Debtor.
OPERATIVE PROVISIONS
1. Save as provided in Clauses 3 and 4, the Original Debtor and the
Creditor hereby mutually release each other from their obligations
under the Loan Note as from the Effective Date.
2. As from the Effective Date, the New Debtor undertakes to perform the
Loan Note and be bound by its terms in every way as if the New Debtor
had been a party to it in place of the Original Debtor.
3. The Creditor releases and discharges the Original Debtor from all
future claims and demands whatsoever in respect of the Loan Note and
accepts the liability of the New Debtor under the Loan Note from the
Effective Date.
4. Nothing in this Novation Agreement shall affect or prejudice any claim
or demand whatsoever which either the Original Debtor or the Creditor
may have against each other relating to matters arising prior to the
Effective Date.
5. This Novation Agreement shall be governed by and construed in
accordance with English law.
AS WITNESS in the hands of the parties to this Agreement or their duly
authorised representatives on the date written on page one of this Agreement.
SIGNED by for and on behalf of )
HTTP TECHNOLOGY, INC. ) /s/ XXXX XXXXX-XXXXXXX
in the presence of: /s/ )
SIGNED by )
XXXXX XXXXXXX )
the sole Director ) /s/ XXXXX X. XXXXXXX
for and on behalf of )
HTTP INSIGHTS LIMITED )
in the presence of: /s/ )
SIGNED by )
XXXXXX XXXXXXX-XXXXXX )
the sole Director ) /s/ XXXXXX XXXXXXX-XXXXXX
for and on behalf of )
MEDICSIGHT LIMITED )
in the presence of: /s/ )
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