Exhibit 10.4
November 26, 2001
Xxxxxxx X. Xxxxxxx
Chairman
Quick-Med Technologies, Inc.
000 X.X. 00 Xxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
RE: EAC/QMT Interim Financing Agreement
Dear Xxxxxxx:
Further to our verbal confirmation of the interim financing proposal the
following terms are agreed to:
1. EAC will provide to QMT an interim funding facility of $50,000 per
month to a maximum of $500,000. This facility will commence 30 days
after the filing of AAI's Post Effective Amendment No.4 and formal
documentation is signed. These amounts will be paid monthly by wire
transfer on the anniversary day of the initial payment and no later
than 3 business days after this day. Funding will terminate on the
earlier of 10 months after commencement date or successful completion
of an equity financing arranged that realizes at least $2,000,000 in
proceeds for QMT.
2. QMT will reflect this funding facility as a note payable to EAC will be
repaid immediately with interest (along with an existing note in the
amount of $150,000 plus interest) on the completion of equity funding
of QMT, the full/partial sale or buyout of any of QMT's assets or QMT
receiving funding from other sources. If EAC is unable to provide such
funding through either the current filing or a successor plan, the note
payable to EAC may be converted to multiple voting convertible
preferred equity using QMT's book value at time of the loan or repaid
within 3 months of the completion of the interim funding facility. The
note will be guaranteed by Xxxxxxx Xxxxxxx, its Chairman, until
converted or repaid.
3. If QMT withdraws without cause from the merger agreement with AAI or
any successor agreement with EAC, including passage of time, then EAC
will be entitled to reimbursement of costs and damages. If QMT
withdraws with cause (SEC fraud), then EAC will not be entitled to
reimbursement.
4. No QMT director, employee or consultant will compete with EAC in
arranging financing for QMT during the period of this agreement or be
liable for damages.
Exhibit 10.4
5. QMT will develop an effective operating budget by the inception of
funding.
6. EAC will manage and control the filing process and QMT will make all
appropriate efforts to assist in the immediate filing of Post Effective
Amendment No. 4 by 12/07/01.
The above terms should truly reflect our agreement in principle and look forward
to completing the filing and commencing with the funding thereafter.
Signed
Xxxxxxx X. Xxxxxxx
Chairman of the Board
Quick-Med Technologies, Inc.
Signed
Xxxxxxxx X. Xxxxxxx
Managing Partner
Euro Atlantic Capital Corp.
