LOAN AGREEMENT
This Loan Agreement (the "Agreement") entered into this 21st
day of January, 2000, by and between WFD Partnership, a Florida
general partnership, with its principal place of business at
00000 Xx. Xxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000 (the
"Partnership") and Xxxxxx Xxxxxx, with his principal place of
business at 412 Capri I, Xxxxxx Xxxxx, Xxxxxxx 00000 ("Xxxxxx").
WITNESSETH:
WHEREAS, By an agreement dated August 1, 1999, the
Partnership undertook and did purchase 1,000,000 shares of common
stock, par value $.01, of Environmental Monitoring & Testing
Corporation from Xxxxxx X. Xxxxxxx (the "Georges Shares");
WHEREAS, The Partnership wished to borrow the sum of
$100,000 (the "Xxxxxx Loan") to also be used to pay a portion of
the purchase price of the Georges Shares;
WHEREAS, Xxxxxx was willing to, and did, on October 31,
1999, lend to the Partnership the sum of $100,000 to be used to
pay a portion of the purchase price of the Georges Shares; and
WHEREAS, the Parties now wish to memorialize this
transaction.
NOW, THEREFORE, In consideration of the premises, the
parties agree as follows:
1. Even though a promissory note was never
contemporaneously executed by the Partnership and delivered to
Xxxxxx to evidence the Xxxxxx Loan, the Partnership hereby
acknowledges that it is indebted to Xxxxxx in the principal sum
of $100,000.
2. The Partnership hereby agrees that it will pay to
Xxxxxx the principal sum of $100,000, together with interest on
the unpaid principal balance at the rate of 10% per annum, by no
later than November 5, 2002. This principal sum, together with
any accrued, and unpaid interest, may be prepaid at any time
without penalty, and this debt shall be evidenced by an Unsecured
Promissory Note in the form attached hereto as Exhibit A.
WFD PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, General
Partner, not individually
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, General
Partner, not individually
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, General
Partner, not individually
By:
_________________________
Xxxxxx Pump, General
Partner, not individually
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, individually
EXHIBIT "A" TO LOAN AGREEMENT
UNSECURED PROMISSORY NOTE
Dated: January 21, 2000
$100,000.00
For value received, the undersigned (hereinafter referred to
as "Borrower") promises to pay to the order of Xxxxxx Xxxxxx, 412
Capri I, Xxxxxx Xxxxx, Xxxxxxx 00000, or at such other place as
it may designate from time to time, the principal sum of ONE
HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000), with interest at
a rate of ten percent (10%) per annum. Principal and any accrued
interest shall be payable on or before November 5, 2002.
(1) This Note shall be in default when any payment is not
paid within ten (10) days of its due date. While in default,
this Note shall bear interest at the rate of fifteen percent
(15%) per annum. If this Note is in default, the aggregate
unpaid indebtedness shall, at the option of the Note holder,
become immediately due and payable.
(2) The Borrower waives demand, notice and protest, and any
defense by reason of extension of time for payment or other
indulgence granted by the Note holder, and further agrees to pay
all costs, charges and expenses of collection, including
reasonable attorneys' fees, if this Note is in default and is
placed in the hands of an attorney for collection or if it
becomes necessary to protect the security hereof, whether or not
a complaint is filed, including, but not limited to, such
attorneys' fees incurred prior to the institution of litigation
or in litigation, including trial and appellate review, and in
arbitration, bankruptcy or other administrative or judicial
proceedings.
(3) If the effect of any part of the loan transaction
evidenced by this Note results in interest (or charges deemed to
be interest) paid or to be paid to the Note holder being in
excess of the permissible civil usury limits as established by
the laws of Florida, then such excess will be promptly refunded.
(4) This Note may be prepaid in part or in full at any time
without penalty.
(5) Any notice to the Borrower provided for in this Note
shall be given by mailing such notice by first class mail,
addressed to the Borrower at the address stated below, or to such
other address as Borrower may designate by notice in writing to
the Note holder. Any notice to the Note holder shall be given
by mailing such notice by certified mail, return-receipt-
requested, to the Note holder at the address stated in the first
paragraph of this Note, or at such address as may have been
designated by notice to Borrower.
ADDRESS OF BORROWER: WFD PARTNERSHIP, a Florida
00000 Xx. Xxxxxxx Xxxx general partnership
Xxxxxxx Xxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, General
Partner, not individually
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, General
Partner, not individually
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, General
Partner, not individually
By:
________________________
Xxxxxx Pump, General
Partner, not individually
