NOTE EXTENSION AGREEMENT
Exhibit 10.4
The
Promissory Note (the “Note”) dated as of September 30, 2005, between SUNCOAST
NUTRICEUTICALS, INC., a corporation organized under the laws of State of
Delaware (“Suncoast”), and PATIENT PORTAL TECHNOLOGIES, INC. (formerly
Intelligent Security Netwroks, Inc.), a corporation organized under the laws of
the State of Delaware ( “PPTI”) (collectively the “Parties”) is hereby amended
this 1st day of
December, 2007 as follows:
W
I T N E S S E T H:
WHEREAS, Suncoast
and PPTI have previously executed a Promissory Note (the “Note”) in the
principal amount of $250,000 on September 30, 2005; and
WHEREAS,
said Note bore a Maturity Date of December 31, 2007 and an interest rate of 15%
per annum; and
WHEREAS,
the parties hereto are desirious of modifying said Note in the manner set forth
herein;
NOW
THEREFORE, for the consideration herein stated and in further consideration of
the premises and the mutual agreements, covenants and provisions herein
contained, the parties hereto agree as follows:
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1.
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Modification of
Terms
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(a) Suncoast and PPTI hereby agree that
the Maturity Date of the Note shall be extended to December 31,
2009.
(b) Suncoast and PPTI hereby agree that
the Interest Rate of the Note shall be reduced to 6% per annum effective January
1, 2008, and that interest on the Note accrued and unpaid through
December 31, 2007 shall be cancelled and forgiven.
(c) As additional consideration for the
extension of the Note, Suncoast agrees that it will, within six
months of the date of this Agreement and at its sole expense, register for
public sale, and make its best efforts to effectuate a public market for, the
3,500,000 shares of Common Stock of Suncoast issued to PPTI on September 30,
2005, and PPTI agrees that it will, at its sole expense, distribute said shares
to its shareholders as a dividend as soon as practicable following the
completion of legal registration requirements.
2. Waiver or Modification of
Note. This amendment to the Note is made in accordance with
its terms and the mutual agreement of the Parties. No
provision of the Note, as hereby amended, may be further amended, waived or
otherwise modified except by an instrument in writing signed by the
Parties.
3. Governing
Law. This Agreement, as hereby amended, shall be governed by
and construed in accordance with the law of the State of Delaware, which Courts
shall be the exclusive venue for any dispute, action or proceeding arising from
this Agreement.
SIGNATURES
IN
WITNESS WHEREOF, the parties hereto have duly executed this Note Extension
Agreement as of the day and year first above written.
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PATIENT
PORTAL TECHNOLOGIES, INC.
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By:
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______________________________________
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Name:
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Xxxxx
Xxxxx, President
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By:
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______________________________________
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Name:
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Xxxxx
XxXxxxxxx, President
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