EXHIBIT 10.11
SECURITY AGREEMENT AMENDMENT
THIS SECURITY AGREEMENT AMENDMENT is made as of December 7, 2004, by and
between Strategic Equity Corp., (the "Secured Party") and Swiss Medica, Inc., a
Delaware corporation (the "Debtor");
WHEREAS:
1. The Secured Party and the Debtor have executed a Note and Warrant
Purchase Agreement and a Security Agreement dated December 6, 2004
(the "Security Documents") to secure a loan of $600,000 dollars CAD;
2. The Secured Party has agreed to loan an additional $105,000 USD to
the Debtor; and
3. The Debtor has agreed to issue an additional Note for $105,000 USD
(the "Additional Note") to the Secured Party in accordance with the
terms of the Security Documents;
NOW THEREFORE in consideration of the premises contained herein and other good
and valuable consideration the parties hereto agree:
1. The Security Agreement shall be amended by deleting Section 1 in its
entirety and replacing it with the following:
"1. Obligations Secured. The security interest granted by this
Security Agreement shall secure payment of all sums due to the
Secured Party ("SECURED DEBT") under the Secured Promissory Note in
the principal amount of $300,000 CAD ("NOTE") issued by Debtor in
favor of Secured Party dated on or about the date hereof, the
Additional Note in the principal amount of $105,000 USD dated on or
about December 7, 2004 and payment of all sums due to Secured Party
under the Secured Promissory Note to be issued by Debtor to Secured
Party on or before January 3, 2005, as provided in that certain Note
and Warrant Purchase Agreement, as amended (the "Purchase
Agreement") entered into between Debtor and Secured Party, if such
Note is issued (the "January Note")."
2. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which shall together
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Note and Warrant Purchase
Agreement Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the date and year first written above.
COMPANY: LENDER:
SWISS MEDICA, INC. STRATEGIC EQUITY CORP.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxx X. Xxxxxxx, Xxxx Xxxxxxx, Director
Chief Executive Officer Business Development