EXHIBIT 10.18
Loan Agreement
This Loan Agreement is made by and between XxxxxxxXxxxx.xxx, Inc. and Berkshire
Capital Partners. The purpose of this Agreement is to provide financing to
XxxxxxxXxxxx.xxx, Inc. for the continuing development of the its business plan.
Berkshire Capital Partners agree to provide up to a maximum of $350,000, in
advances which shall be multiples of $50,000, per the terms of this Agreement.
In addition to the interest earned on the principal amounts advanced, as
additional consideration, XxxxxxxXxxxx.xxx, Inc. herein grants Berkshire Capital
Partners an Option to convert the any balance due into Common Stock of
XxxxxxxXxxxx.xxx, Inc.
Berkshire Capital Partners acknowledge, by advancing funds per this Agreement,
that XxxxxxxXxxxx.xxx, Inc. is a high risk borrower based upon its operating
history to date, that it has performed due diligence to its satisfaction and
that it is both a sophisticated and accredited investor as defined in the
Securities and Exchange Act of 1933. Further, Berkshire Capital Partners is
aware that XxxxxxxXxxxx.xxx, Inc. has filed a Registration Statement with the
Securities and Exchange Commission for an initial public offering of stock.
However, XxxxxxxXxxxx.xxx, any makes no representations as to the acceptability
of the Registration Statement or of the success of the offering contained
therein.
Promissory Note.
XxxxxxxXxxxx.xxx, Inc. herein acknowledges receipt of the initial advance of
$50,000 as a loan from Berkshire Capital Partners, and herein promises to repay
said sum, in United States currency, to the Holder of this Note, on or before
May 30, 2000, plus interest calculated at the rate of 8% per annum from the date
set forth below through the date of repayment. Further, XxxxxxxXxxxx.xxx, Inc.
agrees to repay, in like manner, on or before May 30, 2000, plus interest
calculated at the rate of 8% per annum, any additional sums advanced per this
Agreement from the date of each advance.
Conversion Option.
At any time, prior to acceptance of any full or partial repayment of the balance
and any accrued interest thereon, Noteholder may elect to convert said repayment
and/or any remaining balance of this Note, to common stock of XxxxxxxXxxxx.xxx,
Inc., at the rate of $2.00 per share.
Additional Terms.
If default is made in the payment of any installment of principal or interest
due under the terms of this Note and if default is not vacated within ten (10)
days after the due date thereof, the holder of this The shall have the option to
declare the entire principal sum and accrued interest, if any, due and payable
without notice. Failure to exercise this option shall not constitute a waiver of
the right exercise the same in the event of any continuing or subsequent
default.
The maker waives demand, notice, protests, and diligence and further promises
that if this note is not fully paid as above provided, the maker will pay all
costs and expenses, including a reasonable attorney's fee, that may be incurred
in collecting this Note or any part thereof.
Subject only to the Conversion Option contained herein, the maker shall have the
right to repay the principal amount, or any part thereof, without penalty at any
time.
Executed this 21st day of December, 1999 at Camarillo, CA, County of Ventura.
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Xxx Xxxxx, Chairman of the Board
XxxxxxxXxxxx.xxx, Inc.
