SECOND ADDENDUM TO COMMERCIAL COGNOVIT PROMISSORY NOTE
SECOND ADDENDUM
TO
COMMERCIAL COGNOVIT PROMISSORY NOTE
THIS SECOND ADDENDUM TO COMMERCIAL COGNOVIT PROMISSORY NOTE ("Addendum") is made
by and between Wellstar International, Inc. and Trillennium Medical Imaging,
Inc., a wholly owned subsidiary of Wellstar International, Inc., with its
principal office located at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxx, 00000 (hereinafter
referred to as the "Company" or "Wellstar") and Xxxxxx X. Xxxxxxxx, an
individual residing at 0000 Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxx, 00000 (hereinafter
referred to as the "Lender" or "Xxxxxxxx").
In consideration of the covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which both
Wellstar and Xxxxxxxx agree and acknowledge, Wellstar and Xxxxxxxx hereby
mutually agree as follows:
The Commercial Cognovit Promissory Note, the Addendum to Commercial Cognovit
Promissory Note and all related documents evidencing the loan from Xxxxxxxx to
Wellstar in the principal amount of $400,000.00 dated on or about October 11,
2005 (collectively, the "Note") are herby collectively amended to include and
incorporate the following terms and conditions:
"Due Date. The due date for all payments, principal and interest, due under the
Note is hereby extended to midnight February 28, 2007.
Waiver of Prior Default. Any other terms and conditions of the note
notwithstanding, Lender hereby waives any event of default or right to claim
default in any term or condition of the Note (as the term is described
hereinabove) existing or arising on or before the date hereof.
Additional Warrants. In addition to the right to purchase Warrants set forth in
Section 2.2 (b) (ii) of the Term Loan Agreement between the parties hereto dated
October 11, 2005, Lender is hereby granted the right to purchase 200,000 shares
of the Company's common stock at an exercise price of $0.10 per share and
200,000 shares of the Company's common stock at an exercise price of $0.20 per
share. Lender's right to exercise the right to purchase the Company's shares
pursuant to this provision shall expire at the close of business (5:00 pm,
Eastern Standard Time) on the 28th day of February 2008.
Additional Consideration. In consideration of the waiver and extension and in
addition to the grant of Additional Warrants set forth hereinabove, the Company
agrees to pay to Lender contemporaneous with execution hereof, the principal sum
of $20,000.00, the receipt and sufficiency of which Lender, by execution hereof
does expressly acknowledge and agree. Said payment shall be in addition to all
other sums whether for principal or interest due or to become due under the
terms of the Note (as that term is defined hereinabove) and not in lieu thereof.
Modification of existing "Conversion Right." Lender hereby agrees that, in
consideration of the payment and additional rights set forth hereinabove,
Lender's Conversion Right as set forth in Section 2.6 of the Term Loan Agreement
between the parties dated October 11, 2005, shall be and are hereby modified to
provide that Lender may only exercise his right of conversion set forth in said
Section 2.6 of the Term Loan Agreement between the parties dated October 11,
2005 in the event of non payment in accord with terms and conditions of this
Agreement (i.e., Wellstar's failure or refusal to honor any exercise of
Additional Warrants and/or failure to pay any and all amounts pursuant to the
Note (as that term is defined in this Agreement) due on or by midnight February
28, 2007."
Withdrawal/Revocation of Notice of Conversion. Xxxxxxxx further agrees that
effective with execution hereof he irrevocably withdraws, rescinds and
terminates the Notice of Conversion dated October 9, 2006 and all addendums or
modifications thereof which Lender previously issued pursuant to the terms of
the Note (as that Term is defined hereinabove) and releases Wellstar, its
officers, directors, shareholders and agents from any and all liability, known
or unknown, relating thereto or arising therefrom, including, but not limited
to, any and all liability relating to failure to immediately convert upon
receipt of the afore-referenced Notice of Conversion.
All other terms and conditions of the Note (as that Term is defined hereinabove)
not inconsistent with the terms and conditions hereof shall remain unaffected
hereby and in full force and effect.
In Witness Whereof, Wellstar and Xxxxxxxx have set their respective hands hereto
effective as of the date next following their respective signatures.
Wellstar International Inc., and
Trillennium Medical Imaging, Inc.,
a wholly owned subsidiary of Wellstar International, Inc.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Antonio, President
Date: 11/19/06
Xxxxxx X. Xxxxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Date: 11/19/06
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