EXHIBIT 10.13
ROBOTIC LASERS, INC.
FIRST INTERIM LOAN AGREEMENT
(SERIES 2)
This agreement dated December 1, 1995, between Robotic
Lasers, Inc., a New Jersey corporation, Xxxxxx Xxxxxxx, Xxxx X.
Xxxxx and Xxxxxx X. Xxxxxx (collectively "RLI" or the "Company")
and Loeb Holding Corporation as agent ("Loeb") is intended as an
interim agreement until a definitive agreement is executed by all
of the parties. The execution of a definitive agreement and the
advance of additional funds by Loeb is subject to completion of
normal and customary due diligence by Loeb.
As consideration for the execution of this agreement and the
delivery by RLI of a promissory note in the form attached hereto
as Exhibit A, Loeb agrees to loan to RLI the sum of $50,000 for
the specific purposes described in Exhibit B hereto. Such note
shall be due in 60 days together with interest at the rate of 9%
per annum unless converted by Loeb solely at the option of Loeb
into notes and stock as described as follows:
1. Amount to be invested -- $250,000.00. Loeb and RLI to
mutually agree on the uses of these funds.
2. Investor to receive:
(a) 841,455 shares of the common stock of RLI.
(b) A note for $237,500.00, interest at 9% per annum
payable quarterly in arrears (however, first interest payment
will be due on March 31, 1996).
(c) A note for $12,500.00 having the same terms and
conditions as the $237,500.00 note in 2b above but also
convertible as described elsewhere herein.
3. The principal amount of the $237,500.00 note in 2b above
shall be repaid in 12 equal quarterly payments commencing two (2)
years from the date of said note. Prepayments may be made at any
time without penalty. The final agreement and note shall contain
terms and provisions substantially identical to the Memorandum of
Sale of Corporate Stock and the promissory notes executed by the
parties hereto, dated September 5, 1995.
4. The principal amount of the $12,500.00 note in 2c above
shall be convertible at the sole option of the holder into a
maximum of 15% of the fully diluted common shares of RLI as
determined based on the audited pretax profits of RLI during the
second and third years of operations of the Company on a sliding
scale based upon RLI achieving between 50% and 80% of the
projections provided to Loeb and attached hereto as Exhibit C.
(Example: If RLI achieves 80% or better of projection, no
conversion; if RLI achieves 50% or less or projection, conversion
into 15% of the Company; if RLI achieves between 50% and 80% of
projection, the note is convertible into the pro-rata portion of
15% of the Company i.e., 70% achievement equals one-third of 15%
of the Company). The $12,500 principal amount, together with
any accrued but unpaid interest, shall become a demand note after
the third year of operations of the Company unless previously
converted.
5. Costs incurred by Loeb in drafting and/or executing all
documents related to this agreement and in performing due
diligence shall be paid at closing by RLI in an aggregate amount
not to exceed $5,000.00.
6. The parties acknowledge that on or about September 5,
1995, they executed a promissory note in the amount of
$475,000.00, a promissory note with conversion features in the
amount of $25,000.00, and a Memorandum of Sale of Corporate
Stock. The parties agree that the promissory note for
$237,500.00 referred to in 2b above will be in the same or
similar form as the $475,000.00 note dated September 5, 1995;
that the promissory note for $12,500.00 referred to in 2c above
will be in the same or similar form as the $25,000.00 note dated
September 5, 1995; and that the definitive agreement referred to
herein shall be in the same or similar form as the Memorandum of
Sale of Corporate Stock executed by the parties hereto on
September 5, 1995.
7. The within interim loan agreement, and the definitive
agreement and promissory notes to be executed by the parties
hereto as provided above, are not intended to supersede or
replace the promissory notes and the Memorandum of Sale of
Corporate Stock dated September 5, 1995, and the aforesaid
documents dated September 5, 1995, remain in full force and
effect.
LOEB HOLDING CORPORATION, ROBOTIC LASERS, INC.
as agent, Obligee Obligor
By:______________________ By: __________________
XXXXXX X. BAGATELLE XXXXXX XXXXXXX, President
By: __________________________
XXXX X. XXXXX,
Vice President
By: __________________________
XXXXXX X. XXXXXX,
Treasurer/Ass't. Secretary
PROMISSORY NOTE
$50,000.00 December 1, 1995
FOR VALUE RECEIVED, the undersigned (The Maker) promises to
pay to the order of Loeb Holding Corporation, as agent, or to any
successor holder of this Note being referred to herein as the
Lender, or to such other person or at such other place as the
Lender may from time to time designate in writing, the principal
sum of Fifty Thousand Dollars ($50,000.00), together with
interest on the unpaid balance from time to time outstanding from
the date of this Note at the rate of interest and in the manner
hereinafter provided.
1. Maturity. The entire outstanding unpaid principal
balance of this Note, together with all accrued and unpaid
interest, and all other charges and payments due under this Note
(herein collectively called the Loan Balance) shall be due and
payable on January 30, 1996, or on such earlier date that this
Note becomes due and payable as a result of acceleration,
prepayment or as otherwise provided herein.
2. Basic Interest Payments. The Maker shall pay interest
on the unpaid principal of this Note at an interest rate of 9%
per annum. Interest shall accrue and shall become due upon the
maturity of this Note, as provided in Paragraph 1 above.
3. Prepayment. This Note may be paid in part or in whole
at any time prior to maturity without the prior written consent
of the Lender.
4. Repayment Priority. At the time of payment of all or
any portion of the Loan Balance, the proceeds shall be applied by
the Lender first, to the payment of interest then due, second, to
the payment of the then outstanding principal balance under this
Note and, third, to any other payments and charges due under this
Note.
5. Waivers by the maker. The Maker hereby waives
presentment for payment, protest and demand, notice of protest,
demand and of dishonor and nonpayment of this Note. The Maker's
liability hereunder shall remain unimpaired notwithstanding any
extension of the time of payment or other indulgence granted by
the Lender.
6. Governing Law. The Maker agrees that this Note shall be
construed in accordance with and governed by the law of New York.
7. Severability. The terms and provisions of this Note are
severable, and if any term or provision shall be determined to be
superseded, illegal, invalid or otherwise unenforceable in whole
or in part, such determination shall not in any manner impair or
otherwise affect the validity, legality or enforceability of any
of the remaining terms and provisions of this Note.
8. Execution of definitive agreement. The within
promissory note constitutes Exhibit A to a certain agreement
entitled Robotic Lasers, Inc., First Interim Loan Agreement
(Second Series), by and between Loeb Holding Corporation as
lender and Robotic Lasers, Inc., as borrower. The aforesaid
parties anticipate that they will execute a permanent definitive
agreement within the next sixty days. In the event that a
permanent financing agreement is executed, the Loan Balance shall
not be due and payable by the undersigned upon the maturity of
this promissory note, and the terms of the definitive agreement
shall in all respects govern the repayment, if any, of the Loan
Balance. Upon execution of the definitive agreement, the Maker
shall surrender the within promissory note.
ROBOTIC LASERS, INC.
By: _____________________________
XXXXXX XXXXXXX, President
ATTEST:
___________________________ By: _____________________________
XXXXXX X. XXXXXX, Secretary XXXX X. XXXXX, Vice President
By: _____________________________
XXXXXX X. XXXXXX, Secretary
EXHIBIT B
The parties agree that the monies advanced hereunder have
been estimated for the 30-day period commencing with the date of
this agreement and are designated for the following purposes:
Prosoft, Inc. $60,000.00
Accountants ($15,000.00 est.) 10,000.00
Operating Expenses 47,000.00
Salaries 18,000.00
Consultants (sales; computer) 10,000.00
Legal Expenses, for securities
work (if needed) 1,000.00
Vehicle 2,000.00
Vehicle and telephone expenses 2,200.00
TOTAL: $150.000.00
EXHIBIT C
Pursuant to Paragraph 4 of the Interim Loan Agreement,
borrower estimates that the audited pre-tax profits of RLI for
the first three years of operations will be as follows:
1/1/95 - 12/31/95 $ Break even
1/1/96 - 12/31/96 2,200,000.00
1/1/97 - 12/31/97 2,700,000.00
ROBOTIC LASERS, INC.
SECOND INTERIM LOAN AGREEMENT
(SERIES 2)
This agreement dated December 4, 1995, between Robotic
Lasers, Inc., a New Jersey corporation, Xxxxxx Xxxxxxx, Xxxx X.
Xxxxx and Xxxxxx X. Xxxxxx (collectively "RLI" or the "Company")
and Loeb Holding Corporation as agent ("Loeb") is intended as an
interim agreement until a definitive agreement is executed by all
of the parties. The execution of a definitive agreement and the
advance of additional funds by Loeb is subject to completion of
normal and customary due diligence by Loeb.
As consideration for the execution of this agreement and the
delivery by RLI of a promissory note in the form attached hereto
as Exhibit A, Loeb agrees to loan to RLI the sum of $50,000 for
the specific purposes described in Exhibit B hereto. Such note
shall be due in 60 days together with interest at the rate of 9%
per annum unless converted by Loeb solely at the option of Loeb
into notes and stock as described as follows:
1. Amount to be invested -- $250,000.00. Loeb and RLI to
mutually agree on the uses of these funds.
2. Investor to receive:
(a) 841,455 shares of the common stock of RLI.
(b) A note for $237,500.00, interest at 9% per annum
payable quarterly in arrears (however, first interest payment
will be due on March 31, 1996).
(c) A note for $12,500.00 having the same terms and
conditions as the $237,500.00 note in 2b above but also
convertible as described elsewhere herein.
3. The principal amount of the $237,500.00 note in 2b above
shall be repaid in 12 equal quarterly payments commencing two (2)
years from the date of said note. Prepayments may be made at any
time without penalty. The final agreement and note shall contain
terms and provisions substantially identical to the Memorandum of
Sale of Corporate Stock and the promissory notes executed by the
parties hereto, dated September 5, 1995.
4. The principal amount of the $12,500.00 note in 2c above
shall be convertible at the sole option of the holder into a
maximum of 15% of the fully diluted common shares of RLI as
determined based on the audited pretax profits of RLI during the
second and third years of operations of the Company on a sliding
scale based upon RLI achieving between 50% and 80% of the
projections provided to Loeb and attached hereto as Exhibit C.
(Example: If RLI achieves 80% or better of projection, no
conversion; if RLI achieves 50% or less or projection, conversion
into 15% of the Company; if RLI achieves between 50% and 80% of
projection, the note is convertible into the pro-rata portion of
15% of the Company i.e., 70% achievement equals one-third of 15%
of the Company). The $12,500 principal amount, together with
any accrued but unpaid interest, shall become a demand note after
the third year of operations of the Company unless previously
converted.
5. Costs incurred by Loeb in drafting and/or executing all
documents related to this agreement and in performing due
diligence shall be paid at closing by RLI in an aggregate amount
not to exceed $2,500.00.
6. The parties acknowledge that on or about September 5,
1995, they executed a promissory note in the amount of
$475,000.00, a promissory note with conversion features in the
amount of $25,000.00, and a Memorandum of Sale of Corporate
Stock. The parties agree that the promissory note for
$237,500.00 referred to in 2b above will be in the same or
similar form as the $475,000.00 note dated September 5, 1995;
that the promissory note for $12,500.00 referred to in 2c above
will be in the same or similar form as the $25,000.00 note dated
September 5, 1995; and that the definitive agreement referred to
herein shall be in the same or similar form as the Memorandum of
Sale of Corporate Stock executed by the parties hereto on
September 5, 1995.
7. The within interim loan agreement, and the definitive
agreement and promissory notes to be executed by the parties
hereto as provided above, are not intended to supersede or
replace the promissory notes and the Memorandum of Sale of
Corporate Stock dated September 5, 1995, and the aforesaid
documents dated September 5, 1995, remain in full force and
effect.
LOEB HOLDING CORPORATION, ROBOTIC LASERS, INC.
as agent, Obligee Obligor
By:______________________ By: __________________________
XXXXXX X. BAGATELLE XXXXXX XXXXXXX, President
By: __________________________
XXXX X. XXXXX,
Vice President
By:
_________________________
XXXXXX X. XXXXXX,
Treasurer/Ass't. Secretary
PROMISSORY NOTE
$100,000.00 December 4, 1995
FOR VALUE RECEIVED, the undersigned (The Maker) promises to
pay to the order of Loeb Holding Corporation, as agent, or to any
successor holder of this Note being referred to herein as the
Lender, or to such other person or at such other place as the
Lender may from time to time designate in writing, the principal
sum of One Hundred Thousand Dollars ($100,000.00), together with
interest on the unpaid balance from time to time outstanding from
the date of this Note at the rate of interest and in the manner
hereinafter provided.
1. Maturity. The entire outstanding unpaid principal
balance of this Note, together with all accrued and unpaid
interest, and all other charges and payments due under this Note
(herein collectively called the Loan Balance) shall be due and
payable on February 2, 1996, or on such earlier date that this
Note becomes due and payable as a result of acceleration,
prepayment or as otherwise provided herein.
2. Basic Interest Payments. The Maker shall pay interest
on the unpaid principal of this Note at an interest rate of 9%
per annum. Interest shall accrue and shall become due upon the
maturity of this Note, as provided in Paragraph 1 above.
3. Prepayment. This Note may be paid in part or in whole
at any time prior to maturity without the prior written consent
of the Lender.
4. Repayment Priority. At the time of payment of all or
any portion of the Loan Balance, the proceeds shall be applied by
the Lender first, to the payment of interest then due, second, to
the payment of the then outstanding principal balance under this
Note and, third, to any other payments and charges due under this
Note.
5. Waivers by the maker. The Maker hereby waives
presentment for payment, protest and demand, notice of protest,
demand and of dishonor and nonpayment of this Note. The Maker's
liability hereunder shall remain unimpaired notwithstanding any
extension of the time of payment or other indulgence granted by
the Lender.
6. Governing Law. The Maker agrees that this Note shall be
construed in accordance with and governed by the law of New York.
7. Severability. The terms and provisions of this Note are
severable, and if any term or provision shall be determined to be
superseded, illegal, invalid or otherwise unenforceable in whole
or in part, such determination shall not in any manner impair or
otherwise affect the validity, legality or enforceability of any
of the remaining terms and provisions of this Note.
8. Execution of definitive agreement. The within
promissory note constitutes Exhibit A to a certain agreement
entitled Robotic Lasers, Inc., First Interim Loan Agreement
(Second Series), by and between Loeb Holding Corporation as
lender and Robotic Lasers, Inc., as borrower. The aforesaid
parties anticipate that they will execute a permanent definitive
agreement within the next sixty days. In the event that a
permanent financing agreement is executed, the Loan Balance shall
not be due and payable by the undersigned upon the maturity of
this promissory note, and the terms of the definitive agreement
shall in all respects govern the repayment, if any, of the Loan
Balance. Upon execution of the definitive agreement, the Maker
shall surrender the within promissory note.
ROBOTIC LASERS, INC.
By: _____________________________
XXXXXX XXXXXXX, President
ATTEST:
___________________________ By: _____________________________
XXXXXX X. XXXXXX, Secretary XXXX X. XXXXX, Vice President
By: ___________________________
XXXXXX X. XXXXXX, Secretary
EXHIBIT B
The parties agree that the monies advanced hereunder have
been estimated for the 30-day period commencing with the date of
this agreement and are designated for the following purposes:
Prosoft, Inc. $60,000.00
Accountants ($15,000.00 est.) 10,000.00
Operating Expenses 47,000.00
Salaries 18,000.00
Consultants (sales; computer) 10,000.00
Legal Expenses, for securities
work (if needed) 1,000.00
Vehicle 2,000.00
Vehicle and telephone expenses 2,200.00
TOTAL: $150.000.00
EXHIBIT C
Pursuant to Paragraph 4 of the Interim Loan Agreement,
borrower estimates that the audited pre-tax profits of RLI for
the first three years of operations will be as follows:
1/1/95 - 12/31/95 $ Break even
1/1/96 - 12/31/96 2,200,000.00
1/1/97 - 12/31/97 2,700,000.00
$50,000.00 Dated: January 16, 1996
ROBOTIC LASERS, INC.
THIRD INTERIM LOAN AGREEMENT
(SERIES 2)
This agreement dated January 16, 1996, between Robotic
Lasers, Inc., a New Jersey corporation, Xxxxxx Xxxxxxx, Xxxx X.
Xxxxx and Xxxxxx X. Xxxxxx (collectively "RLI" or the "Company")
and Loeb Holding Corporation as agent ("Loeb") is intended as an
interim agreement until a definitive agreement is executed by all
of the parties. The execution of a definitive agreement and the
advance of additional funds by Loeb is subject to completion of
normal and customary due diligence by Loeb.
As consideration for the execution of this agreement and the
delivery by RLI of a promissory note in the form attached hereto
as Exhibit A, Loeb agrees to loan to RLI the sum of $50,000 for
the specific purposes described in Exhibit B hereto. Such note
shall be due in 60 days together with interest at the rate of 9%
per annum unless converted by Loeb solely at the option of Loeb
into notes and stock as described as follows:
1. Amount to be invested -- $250,000.00. Loeb and RLI to
mutually agree on the uses of these funds.
2. Investor to receive:
(a) 841,455 shares of the common stock of RLI.
(b) A note for $237,500.00, interest at 9% per annum
payable quarterly in arrears (however, first interest payment
will be due on March 31, 1996).
(c) A note for $12,500.00 having the same terms and
conditions as the $237,500.00 note in 2b above but also
convertible as described elsewhere herein.
3. The principal amount of the $237,500.00 note in 2b above
shall be repaid in 12 equal quarterly payments commencing two (2)
years from the date of said note. Prepayments may be made at any
time without penalty. The final agreement and note shall contain
terms and provisions substantially identical to the Memorandum of
Sale of Corporate Stock and the promissory notes executed by the
parties hereto, dated September 5, 1995.
4. The principal amount of the $12,500.00 note in 2c above
shall be convertible at the sole option of the holder into a
maximum of 15% of the fully diluted common shares of RLI as
determined based on the audited pretax profits of RLI during the
second and third years of operations of the Company on a sliding
scale based upon RLI achieving between 50% and 80% of the
projections provided to Loeb and attached hereto as Exhibit C.
(Example: If RLI achieves 80% or better of projection, no
conversion; if RLI achieves 50% or less or projection, conversion
into 15% of the Company; if RLI achieves between 50% and 80% of
projection, the note is convertible into the pro-rata portion of
15% of the Company i.e., 70% achievement equals one-third of 15%
of the Company). The $12,500 principal amount, together with
any accrued but unpaid interest, shall become a demand note after
the third year of operations of the Company unless previously
converted.
5. Costs incurred by Loeb in drafting and/or executing all
documents related to this agreement and in performing due
diligence shall be paid at closing by RLI in an aggregate amount
not to exceed $5,000.00.
6. The parties acknowledge that on or about September 5,
1995, they executed a promissory note in the amount of
$475,000.00, a promissory note with conversion features in the
amount of $25,000.00, and a Memorandum of Sale of Corporate
Stock. The parties agree that the promissory note for
$237,500.00 referred to in 2b above will be in the same or
similar form as the $475,000.00 note dated September 5, 1995;
that the promissory note for $12,500.00 referred to in 2c above
will be in the same or similar form as the $25,000.00 note dated
September 5, 1995; and that the definitive agreement referred to
herein shall be in the same or similar form as the Memorandum of
Sale of Corporate Stock executed by the parties hereto on
September 5, 1995. The parties further acknowledge that, in
addition to the $500,000.00 previously advanced to Robotic by
Loeb (as embodied in the promissory notes of September 5, 1995),
Loeb has made further advances of the following sums on the dates
indicated: $50,000.00 on December 5, 1995, $50,000.00 on
December 13, 1995, and $50,000.00 on December 27, 1995.
7. The within interim loan agreement, and the definitive
agreement and promissory notes to be executed by the parties
hereto as provided above, are not intended to supersede or
replace the promissory notes and the Memorandum of Sale of
Corporate Stock dated September 5, 1995, and the aforesaid
documents dated September 5, 1995, remain in full force and
effect.
LOEB HOLDING CORPORATION, ROBOTIC LASERS, INC.
as agent, Obligee Obligor
By:______________________ By: __________________________
XXXXXX X. BAGATELLE XXXXXX XXXXXXX, President
By: __________________________
XXXX X. XXXXX,
Vice President
By:
_________________________
XXXXXX X. XXXXXX,
Treasurer/Ass't. Secretary
PROMISSORY NOTE
$50,000.00 January 16, 1996
FOR VALUE RECEIVED, the undersigned (The Maker) promises to
pay to the order of Loeb Holding Corporation, as agent, or to any
successor holder of this Note being referred to herein as the
Lender, or to such other person or at such other place as the
Lender may from time to time designate in writing, the principal
sum of Fifty Thousand Dollars ($50,000.00), together with
interest on the unpaid balance from time to time outstanding from
the date of this Note at the rate of interest and in the manner
hereinafter provided.
1. Maturity. The entire outstanding unpaid principal
balance of this Note, together with all accrued and unpaid
interest, and all other charges and payments due under this Note
(herein collectively called the Loan Balance) shall be due and
payable on March 16, 1996, or on such earlier date that this Note
becomes due and payable as a result of acceleration, prepayment
or as otherwise provided herein.
2. Basic Interest Payments. The Maker shall pay interest
on the unpaid principal of this Note at an interest rate of 9%
per annum. Interest shall accrue and shall become due upon the
maturity of this Note, as provided in Paragraph 1 above.
3. Prepayment. This Note may be paid in part or in whole
at any time prior to maturity without the prior written consent
of the Lender.
4. Repayment Priority. At the time of payment of all or
any portion of the Loan Balance, the proceeds shall be applied by
the Lender first, to the payment of interest then due, second, to
the payment of the then outstanding principal balance under this
Note and, third, to any other payments and charges due under this
Note.
5. Waivers by the maker. The Maker hereby waives
presentment for payment, protest and demand, notice of protest,
demand and of dishonor and nonpayment of this Note. The Maker's
liability hereunder shall remain unimpaired notwithstanding any
extension of the time of payment or other indulgence granted by
the Lender.
6. Governing Law. The Maker agrees that this Note shall be
construed in accordance with and governed by the law of New York.
7. Severability. The terms and provisions of this Note are
severable, and if any term or provision shall be determined to be
superseded, illegal, invalid or otherwise unenforceable in whole
or in part, such determination shall not in any manner impair or
otherwise affect the validity, legality or enforceability of any
of the remaining terms and provisions of this Note.
8. Execution of definitive agreement. The within
promissory note constitutes Exhibit A to a certain agreement
entitled "ROBOTIC LASERS, INC., Third Interim Loan Agreement,
Series 2" by and between Loeb Holding Corporation as lender and
Robotic Lasers, Inc., as borrower. The aforesaid parties
anticipate that they will execute a permanent definitive
agreement within the next sixty days. In the event that a
permanent financing agreement is executed, the Loan Balance shall
not be due and payable by the undersigned upon the maturity of
this promissory note, and the terms of the definitive agreement
shall in all respects govern the repayment, if any, of the Loan
Balance. Upon execution of the definitive agreement, the Maker
shall surrender the within promissory note.
The remainder of this page is intended to be
blank.
IN WITNESS WHEREOF, the parties have executed this
promissory note this 16th day of January, 1996.
ROBOTIC LASERS, INC.
By: _____________________________
XXXXXX XXXXXXX, President
ATTEST:
___________________________ By: _____________________________
XXXXXX X. XXXXXX, Secretary XXXX X. XXXXX, Vice President
By: ___________________________
XXXXXX X. XXXXXX, Secretary
EXHIBIT B
The parties agree that the monies advanced hereunder have
been estimated for the 30-day period commencing with the date of
this agreement and are designated for the following purposes:
Software costs $ 7,000.00
Accountants (partial payment) 8,000.00
Salaries 22,000.00
Vehicle leases 1,500.00
Vehicle and telephone expenses 2,000.00
Health insurance 2,200.00
Automobile insurance 1,000.00
Miscellaneous business expenss 6,300.00
TOTAL: $ 50.000.00
EXHIBIT C
Pursuant to Paragraph 8 of the Third Interim Loan
Agreement, borrower estimates that the audited pre-tax profits of
RLI for the first three years of operations will be as follows:
1/1/95 - 12/31/95 $ (Break even)
1/1/96 - 12/31/96 2,200,000.00
1/1/97 - 12/31/97 2,700,000.00
The parties understand that the above figures are rough
estimates only, and that they are subject to revision upwards or
downwards after the final cost of the software development is
determined and after further consultation with CTL's accountants.
$25,000.00 Dated: February 23, 1996
ROBOTIC LASERS, INC.
FOURTH INTERIM LOAN AGREEMENT
(SERIES 2)
This agreement dated February 23, 1996, between Robotic
Lasers, Inc., a New Jersey corporation, Xxxxxx Xxxxxxx, Xxxx X.
Xxxxx and Xxxxxx X. Xxxxxx (collectively "RLI" or the "Company")
and Loeb Holding Corporation as agent ("Loeb") is intended as an
interim agreement until a definitive agreement is executed by all
of the parties. The execution of a definitive agreement and the
advance of additional funds by Loeb is subject to completion of
normal and customary due diligence by Loeb.
As consideration for the execution of this agreement and the
delivery by RLI of a promissory note in the form attached hereto
as Exhibit A, Loeb agrees to loan to RLI the sum of $50,000 for
the specific purposes described in Exhibit B hereto. Such note
shall be due in 60 days together with interest at the rate of 9%
per annum unless converted by Loeb solely at the option of Loeb
into notes and stock as described as follows:
1. Amount to be invested -- $250,000.00. Loeb and RLI to
mutually agree on the uses of these funds.
2. Investor to receive:
(a) 841,455 shares of the common stock of RLI.
(b) A note for $237,500.00, interest at 9% per annum
payable quarterly in arrears (however, first interest payment
will be due on March 31, 1996).
(c) A note for $12,500.00 having the same terms and
conditions as the $237,500.00 note in 2b above but also
convertible as described elsewhere herein.
3. The principal amount of the $237,500.00 note in 2b above
shall be repaid in 12 equal quarterly payments commencing two (2)
years from the date of said note. Prepayments may be made at any
time without penalty. The final agreement and note shall contain
terms and provisions substantially identical to the Memorandum of
Sale of Corporate Stock and the promissory notes executed by the
parties hereto, dated September 5, 1995.
4. The principal amount of the $12,500.00 note in 2c above
shall be convertible at the sole option of the holder into a
maximum of 15% of the fully diluted common shares of RLI as
determined based on the audited pretax profits of RLI during the
second and third years of operations of the Company on a sliding
scale based upon RLI achieving between 50% and 80% of the
projections provided to Loeb and attached hereto as Exhibit C.
(Example: If RLI achieves 80% or better of projection, no
conversion; if RLI achieves 50% or less or projection, conversion
into 15% of the Company; if RLI achieves between 50% and 80% of
projection, the note is convertible into the pro-rata portion of
15% of the Company i.e., 70% achievement equals one-third of 15%
of the Company). The $12,500 principal amount, together with
any accrued but unpaid interest, shall become a demand note after
the third year of operations of the Company unless previously
converted.
5. Costs incurred by Loeb in drafting and/or executing all
documents related to this agreement and in performing due
diligence shall be paid at closing by RLI in an aggregate amount
not to exceed $5,000.00.
6. The parties acknowledge that on or about September 5,
1995, they executed a promissory note in the amount of
$475,000.00, a promissory note with conversion features in the
amount of $25,000.00, and a Memorandum of Sale of Corporate
Stock. The parties agree that the promissory note for
$237,500.00 referred to in 2b above will be in the same or
similar form as the $475,000.00 note dated September 5, 1995;
that the promissory note for $12,500.00 referred to in 2c above
will be in the same or similar form as the $25,000.00 note dated
September 5, 1995; and that the definitive agreement referred to
herein shall be in the same or similar form as the Memorandum of
Sale of Corporate Stock executed by the parties hereto on
September 5, 1995. The parties further acknowledge that, in
addition to the $500,000.00 previously advanced to Robotic by
Loeb (as embodied in the promissory notes of September 5, 1995),
Loeb has made further advances of the following sums on the dates
indicated: $50,000.00 on December 5, 1995, $50,000.00 on
December 13, 1995, and $50,000.00 on December 27, 1995,
$25,000.00 on January 29, 1996 and $25,000.00 on February 7,
1996.
7. The within interim loan agreement, and the definitive
agreement and promissory notes to be executed by the parties
hereto as provided above, are not intended to supersede or
replace the promissory notes and the Memorandum of Sale of
Corporate Stock dated September 5, 1995, and the aforesaid
documents dated September 5, 1995, remain in full force and
effect.
LOEB HOLDING CORPORATION, ROBOTIC LASERS, INC.
as agent, Obligee Obligor
By:______________________ By: __________________________
XXXXXX X. BAGATELLE XXXXXX XXXXXXX, President
By: __________________________
XXXX X. XXXXX,
Vice President
By:
_________________________
XXXXXX X. XXXXXX,
Treasurer/Ass't. Secretary
PROMISSORY NOTE
$25,000.00 February 23, 1996
FOR VALUE RECEIVED, the undersigned (The Maker) promises to
pay to the order of Loeb Holding Corporation, as agent, or to any
successor holder of this Note being referred to herein as the
Lender, or to such other person or at such other place as the
Lender may from time to time designate in writing, the principal
sum of Twenty Five Thousand Dollars ($25,000.00), together with
interest on the unpaid balance from time to time outstanding from
the date of this Note at the rate of interest and in the manner
hereinafter provided.
1. Maturity. The entire outstanding unpaid principal
balance of this Note, together with all accrued and unpaid
interest, and all other charges and payments due under this Note
(herein collectively called the Loan Balance) shall be due and
payable on April 23, 1996, or on such earlier date that this Note
becomes due and payable as a result of acceleration, prepayment
or as otherwise provided herein.
2. Basic Interest Payments. The Maker shall pay interest
on the unpaid principal of this Note at an interest rate of 9%
per annum. Interest shall accrue and shall become due upon the
maturity of this Note, as provided in Paragraph 1 above.
3. Prepayment. This Note may be paid in part or in whole
at any time prior to maturity without the prior written consent
of the Lender.
4. Repayment Priority. At the time of payment of all or
any portion of the Loan Balance, the proceeds shall be applied by
the Lender first, to the payment of interest then due, second, to
the payment of the then outstanding principal balance under this
Note and, third, to any other payments and charges due under this
Note.
5. Waivers by the maker. The Maker hereby waives
presentment for payment, protest and demand, notice of protest,
demand and of dishonor and nonpayment of this Note. The Maker's
liability hereunder shall remain unimpaired notwithstanding any
extension of the time of payment or other indulgence granted by
the Lender.
6. Governing Law. The Maker agrees that this Note shall be
construed in accordance with and governed by the law of New York.
7. Severability. The terms and provisions of this Note are
severable, and if any term or provision shall be determined to be
superseded, illegal, invalid or otherwise unenforceable in whole
or in part, such determination shall not in any manner impair or
otherwise affect the validity, legality or enforceability of any
of the remaining terms and provisions of this Note.
8. Execution of definitive agreement. The within
promissory note constitutes Exhibit A to a certain agreement
entitled "ROBOTIC LASERS, INC., Third Interim Loan Agreement,
Series 2" by and between Loeb Holding Corporation as lender and
Robotic Lasers, Inc., as borrower. The aforesaid parties
anticipate that they will execute a permanent definitive
agreement within the next sixty days. In the event that a
permanent financing agreement is executed, the Loan Balance shall
not be due and payable by the undersigned upon the maturity of
this promissory note, and the terms of the definitive agreement
shall in all respects govern the repayment, if any, of the Loan
Balance. Upon execution of the definitive agreement, the Maker
shall surrender the within promissory note.
IN WITNESS WHEREOF, the parties have executed this
promissory note this 23rd day of February, 1996.
ROBOTIC LASERS, INC.
By: _____________________________
XXXXXX XXXXXXX, President
ATTEST:
___________________________ By: _____________________________
XXXXXX X. XXXXXX, Secretary XXXX X. XXXXX, Vice President
By: ___________________________
XXXXXX X. XXXXXX, Secretary
EXHIBIT B
The parties agree that the monies advanced hereunder are
designated for the following purposes:
Salaries 12,000.00
Vehicle leases 1,500.00
Vehicle and telephone expenses 2,000.00
Health insurance 2,200.00
Automobile insurance 1,000.00
Miscellaneous business expenss 6,300.00
TOTAL: $ 25.000.00
EXHIBIT C
Pursuant to Paragraph 8 of the Fourth Interim Loan
Agreement, borrower estimates that the audited pre-tax profits of
RLI for the first three years of operations will be as follows:
1/1/95 - 12/31/95 $ (Break even)
1/1/96 - 12/31/96 2,200,000.00
1/1/97 - 12/31/97 2,700,000.00
The parties understand that the above figures are rough
estimates only, and that they are subject to revision upwards or
downwards after the final cost of the software development is
determined and after further consultation with CTL's accountants.
$25,000.00 Dated: March 12, 1996
ROBOTIC LASERS, INC.
FIFTH INTERIM LOAN AGREEMENT
(SERIES 2)
This agreement dated March 12, 1996, between Robotic Lasers,
Inc., a New Jersey corporation, Xxxxxx Xxxxxxx, Xxxx X. Xxxxx and
Xxxxxx X. Xxxxxx (collectively "RLI" or the "Company") and Loeb
Holding Corporation as agent ("Loeb") is intended as an interim
agreement until a definitive agreement is executed by all of the
parties. The execution of a definitive agreement and the advance
of additional funds by Loeb is subject to completion of normal
and customary due diligence by Loeb.
As consideration for the execution of this agreement and the
delivery by RLI of a promissory note in the form attached hereto
as Exhibit A, Loeb agrees to loan to RLI the sum of $25,000 for
the specific purposes described in Exhibit B hereto. Such note
shall be due in 60 days together with interest at the rate of 9%
per annum unless converted by Loeb solely at the option of Loeb
into notes and stock as described as follows:
1. Amount to be invested -- $250,000.00. Loeb and RLI to
mutually agree on the uses of these funds.
2. Investor to receive:
(a) 841,455 shares of the common stock of RLI.
(b) A note for $237,500.00, interest at 9% per annum
payable quarterly in arrears (however, first interest payment
will be due on March 31, 1996).
(c) A note for $12,500.00 having the same terms and
conditions as the $237,500.00 note in 2b above but also
convertible as described elsewhere herein.
3. The principal amount of the $237,500.00 note in 2b above
shall be repaid in 12 equal quarterly payments commencing two (2)
years from the date of said note. Prepayments may be made at any
time without penalty. The final agreement and note shall contain
terms and provisions substantially identical to the Memorandum of
Sale of Corporate Stock and the promissory notes executed by the
parties hereto, dated September 5, 1995.
4. The principal amount of the $12,500.00 note in 2c above
shall be convertible at the sole option of the holder into a
maximum of 15% of the fully diluted common shares of RLI as
determined based on the audited pretax profits of RLI during the
second and third years of operations of the Company on a sliding
scale based upon RLI achieving between 50% and 80% of the
projections provided to Loeb and attached hereto as Exhibit C.
(Example: If RLI achieves 80% or better of projection, no
conversion; if RLI achieves 50% or less or projection, conversion
into 15% of the Company; if RLI achieves between 50% and 80% of
projection, the note is convertible into the pro-rata portion of
15% of the Company i.e., 70% achievement equals one-third of 15%
of the Company). The $12,500 principal amount, together with
any accrued but unpaid interest, shall become a demand note after
the third year of operations of the Company unless previously
converted.
5. Costs incurred by Loeb in drafting and/or executing all
documents related to this agreement and in performing due
diligence shall be paid at closing by RLI in an aggregate amount
not to exceed $5,000.00.
6. The parties acknowledge that on or about September 5,
1995, they executed a promissory note in the amount of
$475,000.00, a promissory note with conversion features in the
amount of $25,000.00, and a Memorandum of Sale of Corporate
Stock. The parties agree that the promissory note for
$237,500.00 referred to in 2b above will be in the same or
similar form as the $475,000.00 note dated September 5, 1995;
that the promissory note for $12,500.00 referred to in 2c above
will be in the same or similar form as the $25,000.00 note dated
September 5, 1995; and that the definitive agreement referred to
herein shall be in the same or similar form as the Memorandum of
Sale of Corporate Stock executed by the parties hereto on
September 5, 1995. The parties further acknowledge that, in
addition to the $500,000.00 previously advanced to Robotic by
Loeb (as embodied in the promissory notes of September 5, 1995),
Loeb has made further advances of the following sums on the dates
indicated: $50,000.00 on December 5, 1995, $50,000.00 on
December 13, 1995, and $50,000.00 on December 27, 1995,
$25,000.00 on January 29, 1996, $25,000.00 on February 7, 1996
and $25,000.00 on March 11, 1996.
7. The within interim loan agreement, and the definitive
agreement and promissory notes to be executed by the parties
hereto as provided above, are not intended to supersede or
replace the promissory notes and the Memorandum of Sale of
Corporate Stock dated September 5, 1995, and the aforesaid
documents dated September 5, 1995, remain in full force and
effect.
LOEB HOLDING CORPORATION, ROBOTIC LASERS, INC.
as agent, Obligee Obligor
By:______________________ By: __________________________
XXXXXX X. BAGATELLE XXXXXX XXXXXXX, President
By: __________________________
XXXX X. XXXXX,
Vice President
By:
_________________________
XXXXXX X. XXXXXX,
Treasurer/Ass't. Secretary
PROMISSORY NOTE
$25,000.00 March 12, 1996
FOR VALUE RECEIVED, the undersigned (The Maker) promises to
pay to the order of Loeb Holding Corporation, as agent, or to any
successor holder of this Note being referred to herein as the
Lender, or to such other person or at such other place as the
Lender may from time to time designate in writing, the principal
sum of Twenty Five Thousand Dollars ($25,000.00), together with
interest on the unpaid balance from time to time outstanding from
the date of this Note at the rate of interest and in the manner
hereinafter provided.
1. Maturity. The entire outstanding unpaid principal
balance of this Note, together with all accrued and unpaid
interest, and all other charges and payments due under this Note
(herein collectively called the Loan Balance) shall be due and
payable on April 23, 1996, or on such earlier date that this Note
becomes due and payable as a result of acceleration, prepayment
or as otherwise provided herein.
2. Basic Interest Payments. The Maker shall pay interest
on the unpaid principal of this Note at an interest rate of 9%
per annum. Interest shall accrue and shall become due upon the
maturity of this Note, as provided in Paragraph 1 above.
3. Prepayment. This Note may be paid in part or in whole
at any time prior to maturity without the prior written consent
of the Lender.
4. Repayment Priority. At the time of payment of all or
any portion of the Loan Balance, the proceeds shall be applied by
the Lender first, to the payment of interest then due, second, to
the payment of the then outstanding principal balance under this
Note and, third, to any other payments and charges due under this
Note.
5. Waivers by the maker. The Maker hereby waives
presentment for payment, protest and demand, notice of protest,
demand and of dishonor and nonpayment of this Note. The Maker's
liability hereunder shall remain unimpaired notwithstanding any
extension of the time of payment or other indulgence granted by
the Lender.
6. Governing Law. The Maker agrees that this Note shall be
construed in accordance with and governed by the law of New York.
7. Severability. The terms and provisions of this Note are
severable, and if any term or provision shall be determined to be
superseded, illegal, invalid or otherwise unenforceable in whole
or in part, such determination shall not in any manner impair or
otherwise affect the validity, legality or enforceability of any
of the remaining terms and provisions of this Note.
8. Execution of definitive agreement. The within
promissory note constitutes Exhibit A to a certain agreement
entitled "ROBOTIC LASERS, INC., Third Interim Loan Agreement,
Series 2" by and between Loeb Holding Corporation as lender and
Robotic Lasers, Inc., as borrower. The aforesaid parties
anticipate that they will execute a permanent definitive
agreement within the next sixty days. In the event that a
permanent financing agreement is executed, the Loan Balance shall
not be due and payable by the undersigned upon the maturity of
this promissory note, and the terms of the definitive agreement
shall in all respects govern the repayment, if any, of the Loan
Balance. Upon execution of the definitive agreement, the Maker
shall surrender the within promissory note.
IN WITNESS WHEREOF, the parties have executed this
promissory note this 12th day of March, 1996.
ROBOTIC LASERS, INC.
By: _____________________________
XXXXXX XXXXXXX, President
ATTEST:
___________________________ By: _____________________________
XXXXXX X. XXXXXX, Secretary XXXX X. XXXXX, Vice President
By: ___________________________
XXXXXX X. XXXXXX, Secretary
EXHIBIT B
The parties agree that the monies advanced hereunder are
designated for the following purposes:
Salaries 12,000.00
Vehicle leases 1,500.00
Vehicle and telephone expenses 2,000.00
Health insurance 2,200.00
Automobile insurance 1,000.00
Miscellaneous business expenss 6,300.00
TOTAL: $ 25.000.00
EXHIBIT C
Pursuant to Paragraph 8 of the Fourth Interim Loan
Agreement, borrower estimates that the audited pre-tax profits of
RLI for the first three years of operations will be as follows:
1/1/95 - 12/31/95 (Break even)
1/1/96 - 12/31/96 2,200,000.00
1/1/97 - 12/31/97 2,700,000.00
The parties understand that the above figures are rough
estimates only, and that they are subject to revision upwards and
downwards after the final cost of the software development is
determined and after further consultation with CTL's accountants.
