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EXHIBIT 10.1
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
SECURED CONVERTIBLE PROMISSORY NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,
ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY'S SUBSCRIPTION AGREEMENT
WITH THE HOLDER CONTAINS ADDITIONAL PROVISIONS RESTRICTING THE TRANSFER OF THIS
NOTE. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY'S
OFFICE.
As of November 27, 1996
FOR VALUE RECEIVED, DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC., a Delaware
corporation ("Company"), with its principal office at 000 X. Xxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000, promises to pay to the order of
("Holder"), or registered assigns, on the earliest of (i) the
18-month anniversary of the date hereof, (ii) the date of successful
consummation by the Company of a public offering of its securities, as described
in Section 4.1 hereof, (iii) the date of consummation of a sale by the Company
of all or substantially all of its assets or certain mergers or consolidations
of the Company, as described in Section 4.2 hereof, (iv) the sale or exchange by
Xxxxxx X. Xxxxxxxxx of all or substantially all of the shares of Common Stock of
the Company, $.01 par value per share ("Common Stock"), owned by him, or (v) an
"Offering Termination" as defined in Section 7, subject to the conversion rights
of the Holder contained therein (in any such event, "Maturity Date"), the
principal amount of in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public or
private debts, together with interest on the unpaid balance of said principal
amount from time to time outstanding at the rate of ten (10%) percent per annum
without compounding; provided, however, that if this Note is not paid in full on
or before the Maturity Date, interest shall accrue on the outstanding principal
of and, to the extent permitted by law, interest on the Note from the Maturity
Date up to and including the date of payment at a rate equal to the lesser of
eighteen percent (18%) per annum or the maximum interest rate allowed under
applicable law. This Note shall be paid pro rata with certain additional notes
of like tenor being issued simultaneously herewith. Payments of principal and
interest are to be made at the address of the Holder designated above or at such
other place as the Holder shall have notified the Company in writing at least
five days before such payment is due.
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This Note is issued pursuant to a subscription agreement
between the Company and the Holder, as amended ("Subscription Agreement') and is
secured by certain collateral more specifically described in certain Security
Agreement entered into by the Company for the benefit of the Holder, among
others (the "Security Agreement"), all of which is available for inspection at
the Company's principal office. Reference herein to the Subscription Agreement
and the Security Agreement shall in no way impair the absolute and unconditional
obligation of the Company to pay both principal and interest hereon as provided
herein.
The rights and remedies of the Holder hereunder are subject to
the terms and conditions of the Security Agreement with respect to the
appointment of X.X. Xxxxxxxx & Co., Inc., as agent (the "Agent") for the Holder
thereunder and hereunder to exercise the powers delegated to it thereunder,
including, without limitation, powers with respect to the enforceability and
collectibility of all amounts due hereunder. Reference to the Security Agreement
is made for a complete description of the rights, powers and obligations of the
Agent, including the Agents duty to act in certain circumstances at the
direction of the "Required Lenders," as such term is defined in Section 5(g)
thereof.
1. Use of Proceeds. The Company agrees that the amounts represented by
this Note shall not be used to pay any indebtedness for borrowed money or for
Related Party Obligations (as hereinafter defined) other than the sum of
$250,000 borrowed by the Company from two nonaffiliated investors on or about
October 4, 1996 and credit card charges for ordinary and necessary business
expenses. "Related Party Obligations" shall mean all of the Company's
obligations, including indebtedness (including principal and any interest
thereon) for borrowed funds and unpaid salaries, fees or other compensation,
owed to any of its officers, directors, stockholders or their affiliates, for
whatever purpose made and whether or not evidenced by a note, bond, debenture or
other formal instrument, excluding, for the purposes hereof, any salaries or
fees payable on a current basis to officers and directors in the ordinary course
of the Company's business but shall not include amounts owed to Boston Marketing
Company, Ltd. ("BMC") for purchases of product in the ordinary course of
business.
2. Events of Default. (a) Upon the occurrence of any of the following
events (herein called "Events of Default"):
(i) The Company shall fail to pay the principal of or interest
on this Note on the Maturity Date;
(ii) (A) The Company shall commence any proceeding or other
action relating to it in bankruptcy or seek reorganization,
arrangement, readjustment of its debts, receivership, dissolution,
liquidation, winding-up, composition or any other relief under any
bankruptcy law, or under any other insolvency, reorganization,
liquidation, dissolution, arrangement, composition, readjustment of
debt or any other similar act or law, of any jurisdiction, domestic or
foreign, now or hereafter existing; or (B) the Company shall admit the
material allegations of any petition or pleading in connection with any
such proceeding; or (C) the Company shall apply for, or consent or
acquiesce to, the appointment of a receiver, conservator, trustee or
similar officer for it or for all or a substantial part of its
property; or (D) the Company shall make a general assignment for the
benefit of creditors;
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(iii) (A) The commencement of any proceedings or the taking of
any other action against the Company in bankruptcy or seeking
reorganization, arrangement, readjustment of its debts, liquidation,
dissolution, arrangement, composition, or any other relief under any
bankruptcy law or any other similar act or law of any jurisdiction,
domestic or foreign, now or hereafter existing and the continuance of
any of such events for sixty (60) days undismissed, unbonded or
undischarged; or (B) the appointment of a receiver, conservator,
trustee or similar officer for the Company for any of its property and
the continuance of any of such events for sixty (60) days undismissed,
unbonded or undischarged; or (C) the issuance of a warrant of
attachment, execution or similar process against any of the property of
the Company and the continuance of such event for sixty (60) days
undismissed, unbonded and undischarged;
(iv) An "Event of Default" (as defined in the Security
Agreement) shall have occurred under the Security Agreement, after
giving effect to any applicable notice provisions and cure periods set
forth in the Security Agreement;
(v) Any breach of any of the Company's representations or
warranties contained in the Subscription Agreement or the Agency
Agreement dated October 23, 1996 between the Company and X.X. Xxxxxxxx
& Co., Inc. ("MHM"), except where such breach of representations or
warranties in the Agency Agreement, singly or in the aggregate, would
not have a material adverse effect on the Company's operations,
financial condition or prospects;
(vi) The Company shall fail to perform any obligation of the
Company contained in the Subscription Agreement or the Agency
Agreement, after giving effect to any applicable notice provisions and
cure periods except where such failure to perform an obligation in the
Agency Agreement would not have a material adverse effect on the
Company's operations, future conduct or prospects, or the rights of the
Holders;
(vii) The Company shall fail to comply with any of its
obligations under this Note; provided, however, that with respect to a
failure to comply with any of the provisions of Sections 3.1 (a) and
(c) of this Note, such failure is not remedied within thirty (30) days
after the Company's receipt of written notice of same;
(viii) The Company shall default with respect to any
indebtedness for borrowed money (other than under this Note) if either
(a) the effect of such default is to accelerate the maturity of such
indebtedness (giving effect to any applicable grace periods) or (b) the
holder of such indebtedness declares the Company to be in default
(giving effect to any applicable grace periods); or
(ix) Any judgment or judgments against the Company or any
attachment, levy or execution against any of its properties for any
amount in excess of $25,000 in the aggregate shall remain unpaid, or
shall not be released, discharged, dismissed, stayed or fully bonded
for a period of 30 days or more after its entry, issue or levy, as the
case may be;
then, and in any such event, the Holder at its option and without written notice
to the Company, may declare the entire principal amount of this Note then
outstanding together with accrued unpaid interest thereon immediately due and
payable, and the same shall forthwith become immediately due
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and payable without presentment, demand, protest, or other notice of any kind,
all of which are expressly waived. The Events of Default listed herein are
solely for the purpose of protecting the interests of the Holder of this Note.
If the Note is not paid in full upon acceleration, as required above, interest
shall accrue on the outstanding principal of and interest on this Note from the
date of the Event of Default up to and including the date of payment at a rate
equal to the lesser of eighteen (18%) percent per annum or the maximum interest
rate permitted by applicable law.
(b) Non-Waiver and Other Remedies. No course of dealing or delay on the
part of the Holder of this Note in exercising any right hereunder shall operate
as a waiver or otherwise prejudice the right of the Holder of this Note. No
remedy conferred hereby shall be exclusive of any other remedy referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.
(c) Collection Costs: Attorney's Fees. In the event this Note is turned
over to an attorney for collection, the Company agrees to pay all reasonable
costs of collection, including reasonable attorney's fees and expenses and all
out of pocket expenses incurred in connection with such collection efforts,
which amounts may, at the Holder's option, be added to the principal hereof.
3. Obligation to Pay Principal and Interests Covenants. No provision of
this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
place, at the respective times, at the rates, and in the currency herein
prescribed.
3.1. Affirmative Covenants. The Company covenants and agrees that,
while this Note is outstanding, it shall:
(a) Pay and discharge all taxes, assessments and governmental charges
or levies imposed upon it or upon its income and profits, or upon any properties
belonging to it before the same shall be in default; provided, however, that the
Company shall not be required to pay any such tax, assessment, charge or levy
which is being contested in good faith by proper proceedings and adequate
reserves for the accrual of same are maintained if required by generally
accepted accounting principles;
(b) Preserve its corporate existence and continue to engage in business
of the same general type as conducted as of the date hereof;
(c) Comply in all respects with all statutes, laws, ordinances, orders,
judgments, decrees, injunctions, rules, regulations, permits, licenses,
authorizations and requirements ("Requirement(s)") of all governmental bodies,
departments, commissions, boards, companies or associates insuring the premises,
courts, authorities, officials, or officers, which are applicable to the
Company; except wherein the failure to comply would not have a material adverse
effect on the Company; provided that nothing contained herein shall prevent the
Company from contesting the validity or the application of any Requirements.
3.2. Negative Covenants. The Company covenants and agrees that while
this Note is outstanding it will not directly or indirectly:
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(a) Guaranty or otherwise in any way become or be responsible for
indebtedness for borrowed money or for obligations of any of its officers,
directors or principal stockholders or any of their affiliates, contingently or
otherwise, other than such guaranties existing as of the date hereof;
(b) Declare or pay cash dividends;
(c) Sell, transfer or dispose of, any of its assets other than in the
ordinary course of its business and for fair value;
(d) Purchase, redeem, retire or otherwise acquire for value any of its
capital stock now or hereafter outstanding; or
(e) Except as provided in Section 1, repay any indebtedness for
borrowed funds or Related Party Obligations.
4. Repayment.
4.1. Public Offering. This Note shall be paid in full, without premium,
in the event, and on the date, that the Company successfully consummates a
public offering of securities of the Company ("Offering"). The words "successful
consummation," for this purpose, shall mean the date on which the Company
receives the net proceeds of the Offering. In the event that the Holder has an
account at MHM, the Company shall repay the Note by making payment into such
Xxxxxx's account at MHM upon the successful consummation of the Offering. The
Offering contemplated by the letter of intent, dated August 9, 1996 ("Letter of
Intent"), between the Company and MHM, shall be referred to herein as the "MHM
Offering."
4.2. Consolidation or Merger: Sale of Assets or Shares. This Note shall
be paid in full, without premium, in the event (a) the Company consolidates or
merges with another corporation, unless (i) the Company shall be the surviving
corporation in such consolidation or merger or (ii) the other corporation
controls, is under common control with or is controlled by the Company
immediately prior to the consolidation or merger whether or not the Company
shall be the surviving corporation in such consolidation or merger, in which
event this Note shall remain outstanding as an obligation of the consolidated or
surviving corporation, or (b) the Company consummates a sale of all or
substantially all of its assets, or (c) there occurs a sale by Xxxxxx X.
Xxxxxxxxx of all or substantially all of the Company's outstanding Common Stock
owned by him.
4.3. Voluntary Prepayment. This Note may be prepaid or called by the
Company at any time in whole or in part without penalty or premium, but with at
least five days notice to the Holder. Interest shall accrue to and include the
date on which prepayment is made.
5. Required Consent. The Company may not modify any of the terms of
this Note without the prior written consent of the Holder.
6. Lost Documents. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Note or any Note
exchanged for it, and (in the case of loss, theft or destruction) of indemnity
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such Note,
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if mutilated, the Company will make and deliver in lieu of such Note a new Note
of like tenor and unpaid principal amount and dated as of the original date of
the Note.
7. Conversion.
7.1. Offering Termination. In the event that either (x) the Company
elects not to proceed with the MHM Offering for any reason or (y) MHM elects not
to proceed with the MHM Offering under any of the following circumstances:
(i) information comes to MHM's attention relating to the Company, its
management or its position in the industry which would preclude a successful
public offering, (ii) a material adverse change has occurred in the financial
condition, business or prospects of the Company, (iii) the National Association
of Securities Dealers, Inc. determines that any payment (including cash and/or
securities) paid by the Company to any investment banker (other than MHM),
consultant or to any other person is "underwriter compensation" in connection
with the MHM Offering; (iv) as a result of the review of the Company's
financial statements by the Company's independent accountants, it is determined
that the Company's historical financial statements must be restated and that,
as restated, the Company's earnings, revenues, assets and/or net worth is
materially less than as previously presented; or (v) the Company has breached
any of its representations, warranties or obligations under the Letter of
Intent, or failed to expeditiously proceed with the MHM Offering or to
cooperate with MHM in requesting effectiveness of the registration statement
to be filed in connection with the MHM Offering at such time as MHM may deem
appropriate, then an "Offering Termination" shall be deemed to have occurred
and the Holder may, at its sole option, determine to convert this Note into
Common Stock, as provided below.
7.2. Notice. In the event of an Offering Termination, the Company shall
furnish notice of such event to the Holder at such Holder's address as set forth
on page one hereof within five (5) days of such Offering Termination. In order
to elect to convert the principal and interest of this Note, the Holder must
deliver to the Company within fifteen (15) days after the receipt of the notice
of the Offering Termination a written notice of his election to convert the
principal and interest of this Note into the applicable number of Converted
Shares, as determined under Section 7.3 hereof. If the Holder fails to deliver
such written notice within fifteen (15) days after receipt of the notice of the
Offering Termination, the Holder shall not be entitled to convert the principal
and interest of this Note as a result of such Offering Termination and this Note
and all accrued interest hereon shall be paid in full.
7.3. Conversion Rate. If the Holder properly elects to convert the
entire principal amount and interest owed under this Note pursuant to Section
7.2 hereof, the Company shall convert the entire principal amount and interest
then owed under the Note into the number of shares of the Common Stock
("Converted Shares") equal to the principal amount and interest then owed under
the Note divided by $2.00 ("Conversion Price") and issue such Converted Shares
to the Holder. If the Holder elects to convert this Note in accordance with
Section 7.2, the number of securities to be issued to the Holder upon such
conversion will be rounded up to the nearest whole number.
7.4. Adjustments.
(a) If the outstanding shares of the Company's Common Stock shall be
subdivided or split into a greater number of shares, or a dividend in Common
Stock shall be paid in respect of Common Stock, the Conversion Price in effect
immediately prior to such subdivision or at the record date of such dividend
shall simultaneously with the effectiveness of such subdivision or split or
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immediately after the record date of such dividend be proportionately reduced.
If the outstanding shares of Common Stock shall be combined or reverse-split
into a smaller number of shares, the Conversion Price in effect immediately
prior to such combination or reverse-split shall, simultaneously with the
effectiveness of such combination or reverse-split, be proportionately
increased. When any adjustment is required to be made in the Conversion Price,
the number of shares of Common Stock purchasable upon the conversion of this
Note shall be changed to the number determined by dividing (i) an amount equal
to the number of shares issuable upon the conversion of this Note immediately
prior to such adjustment, multiplied by the Conversion Price in effect
immediately prior to such adjustment, by (ii) the Conversion Price in effect
immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification
of the Company's Common Stock (other than a change in par value or a subdivision
or combination as provided for in subsection (a) above), or the payment of a
liquidating distribution, then, as part of any such reorganization,
reclassification or liquidating distribution, lawful provision shall be made so
that the Holder of this Note shall have the right thereafter to receive upon the
conversion hereof (to the extent, if any, still convertible) the kind and amount
of shares of stock or other securities or property which such Holder would have
been entitled to receive if, immediately prior to any such reorganization,
reclassification or liquidating distribution, as the case may be, such Holder
had held the number of shares of Common Stock which were then purchasable upon
the conversion of this Note. In any such case, appropriate adjustment (as
reasonably determined by the Board of Directors of the Company) shall be made in
the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Holder of this Note such that the provisions set
forth in this Section 7.4 (including provisions with respect to adjustment of
the Conversion Price) shall thereafter be applicable, as nearly as practicable,
in relation to any shares of stock or other securities or property thereafter
deliverable upon the conversion of this Note.
(c) No adjustment in the per share Conversion Price shall be required
unless such adjustment would require an increase or decrease in the Conversion
Price of at least $0.01; provided, however, that any adjustments which by reason
of this paragraph are not required to be made shall be carded forward and taken
into account in any subsequent adjustment. All calculations under this Section
7.4 shall be made to the nearest cent or to the nearest 1/100th of a share, as
the case may be. Anything in this Section 7.4 to the contrary notwithstanding,
the Company shall be entitled to make such reductions in the per share
Conversion Price, in addition to those required by this Section 7.4 as in its
discretion it shall deem to be advisable in order that any stock dividend,
subdivision of shares or distribution rights to purchase stock or securities
convertible or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.
(d) Upon the happening of any event requiring an adjustment of the
Conversion Price hereunder, the Company shall forthwith give written notice
thereto to the Holder of this Note stating the adjusted Conversion Price and the
adjusted number of shares purchasable upon the conversion hereof resulting from
such event and setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.
8. Miscellaneous.
8.1. Benefit. This Note shall be binding upon and inure to the benefit
of the parties hereto and their legal representatives, successors and assigns.
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8.2. Notices and Addresses. All notices, offers, acceptances and any
other acts under this Note (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressee in person, by Federal Express
or similar receipted delivery, by facsimile delivery or, if mailed, postage
prepaid, by certified mail, return receipt requested, as follows:
To Holder: To Holder's address on page 1 of this Note
To The Company: Edudata Corporation
000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
CEO/Chairman
Fax: 000-000-0000
In either case X. X. Xxxxxxxx & Co., Inc.
with copies to: 000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Fax: 000-000-0000
Xxxxxxxx Xxxxxx & Xxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxx Xxxxxx, Esq.
Fax: 000-000-0000
Xxxxx Xxxxxxxxx Xxxxxxx & Pasich LLP
00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: X.X. Xxxxxxxx Xxxxxxx, III, Esq.
Fax: 000-000-0000
or to such other address as any of them, by notice to the others may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or five (5) business days after mailing.
(a) Governing Law. This Note and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided therein or performance shall
be governed and interpreted according to the law of the State of New York and
agrees that service of process upon it mailed by certified mail to its address
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding.
(b) Jurisdiction and Venue. The Company (i) agrees that any legal suit,
action or proceeding arising out of or relating to this Note shall be instituted
exclusively in New York
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State Supreme Court, County of New York or in the United States District Court
for the Southern District of New York, (ii) waives any objection to the venue of
any such suit, action or proceeding and the right to assert that such forum is
not a convenient forum, and (iii) irrevocably consents to the jurisdiction of
the New York State Supreme Court, County of New York, and the United States
District Court for the Southern District of New York in any such suit, action or
proceeding, and the Company further agrees to accept and acknowledge service of
any and all process which may be served in any such suit, action or proceeding
in New York State Supreme Court, County of New York, or in the United States
District Court for the Southern District of New York and agrees that service of
process upon it mailed by certified mail to its address shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding.
(c) Section Headings. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Note.
(d) Survival of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein shall survive the
delivery of this Note.
IN WITNESS WHEREOF, this Note has been executed and delivered on the
date specified above by the duly authorized representative of the Company.
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
By: XXXXXX X. XXXXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxxxx
CEO/Chairman
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DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
SCHEDULE OF SECURED CONVERTIBLE PROMISSORY NOTEHOLDERS
VALUE OF
NAME OF NOTEHOLDER ADDRESS PROMISSORY NOTE
------------------------------------------ --------------------------- -----------------
Bear Xxxxxxx Securities Corp. as IRA 000 Xxxx Xxxxxx $25,000
Custodian FBO Xxxx Xxxxxxx New York, NY 10167
Attn: Associate Director
Bear Xxxxxxx Securities Corp. as IRA 000 Xxxx Xxxxxx $50,000
Custodian FBO Xxxxx X. Xxxx New York, NY 10167
Attn: Associate Director
Bear Xxxxxxx Securities Corp. as IRA 000 Xxxx Xxxxxx $25,000
Custodian FBO Xxxxxx Xxxx New York, NY 10167
Attn: Associate Director
Xxxxx X. Xxxx 00 Xxxxxxxxx Xxxx $50,000
Bedford, NY 10506
Xxxxxxx X. Xx Xxxxx 0000 Xxxxxxxxxxx Xxxx $50,000
Houston, TX 77056
Xxxxxxx Fund 000 Xxxx 00xx Xxxxxx $50,000
Limited Partnership Cheyenne, WY 82001-3729
Attn: Xxxxxx X. Xxxxxxx
Bear Xxxxxxx Securities Corp. as Custodian c/o Xxxx X. Xxxxxx, MD $25,000
FBO Empire Medical Diagnostic PC Defined 3 Arista Court
Contribution Profit Sharing Plan Xxx Hills, NY 11746
Xxxxxx X. Xxxxx 000 Xxxxxxx Xxxx $25,000
Saugerties, NY 12477
Xxxxx Xxxxxxx 000 Xxxxx Xxxx $25,000
Franklin Lakes, NJ 07417
Xxxxxxx Xxxxxxx 0000 Xxxxx Xxxx, X-603 $25,000
Edgewater, NJ 07020
Xxxxxxx X. Xxxxxxx 000 Xxxxxxxxx Xxxxx $25,000
Xxxxxxx, XX 00000-1006
Xxxxxx Xxxxx-Nesses 000 Xxxxxxxxx Xxxxx $175,000
Franklin Lakes, NJ 07417
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VALUE OF
NAME OF NOTEHOLDER ADDRESS PROMISSORY NOTE
----------------------------- -------------------------- -----------------
H&S Advisors, Inc. 000 Xxx Xxxxx Xxxxxxx $20,000
Brooklyn, NY 11209
Attn: Xxxxxxx Xxxxx, M.D.
and/or Xxxxxxx Xxxxxx
IF Consulting Ltd. 00 Xxxx Xxxxxx Xxxxx $50,000
Nassau, Bahamas
Jo-Bar Enterprises, L.L.C. 0000 Xxxx Xxxx Xxxx Xxxxxx $50,000
9th Floor, South Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx
KCID Industries, c/o Xxxxxx X. Xxxxxxx, $25,000
Xxxxxxx X. Xxxxxx Xx., Atty
00 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx 14025 S.W. 104th Court $25,000
Miami, FL 33176
Xxxxxxxxxx Xxxxx 000 Xxxxx Xxxx $187,500
Xxxxxxxx Xxxxx, XX 00000
Xxxxx Xxxxxxxxxx 00 Xxxx 00xx Xxxxxx, #2 $152,500
New York, NY 10024
Xxxxxxxxx Xxxx 00 Xxxxx Xxx $25,000
Manhasset Hills, NY 11040
Private Trust Corp. Charlotte House $50,000
Ltd: TTEE New Box N65
Amsterdam Investment Nassau, Bahamas
Trust Attn: Xxxxxx Xxxxxxx
Xxxxxx Xxxxx, M.D. 00 Xxxxxxxx Xxxx $50,000
Lawrence, NY 11559
Xxxx Xxxxxxx 00 Xxxxxxxxxx Xxxxxx $50,000
West Orange, NJ 07052
Xxxxxxx X. Xxxxxxx 0 Xxxxxxxx Xxxx $25,000
Sands Point, NY 11050
Xxxxxxx X. Xxxxxxx, Xx. 00 Xxxxxx Xxx $25,000
Port Washington, NY 11050
Xxxxxxx X. Xxxxxxx, Xx. 20 Anchor Way $25,000
Trustee for Xxxxxxx Port Washington, NY 11050
1990 GRIT dtd
7/30/90
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VALUE OF
NAME OF NOTEHOLDER ADDRESS PROMISSORY NOTE
----------------------- --------------------------- -----------------
Xxxxxxx X. Xxxxxxx, Xx. 20 Anchor Way $25,000
Trustee for Xxxxxxx Port Washington, NY 11050
1995 GRAT dtd
3/2/95
Xxxxxxx Xxxxxx, M.D. 0 Xxxxxxxx Xxxxx $25,000
New City, NY 10956
Dr. Xxxxx Xxxxx 000 Xxxxxxxxxx Xxxx Xxxx $50,000
Kinnelon, NJ 07405
Xxxxxxx Xxxxxx 000 Xxxx 00xx Xxxxxx $140,000
New York, NY 10021
Xxxxxxx X. Xxxxxxx 000 Xxxx 00xx Xxxxxx, #0X $25,000
New York, NY 10021
Xxxxx X. Xxxxxxxx 000 Xxxx 00xx Xxxxxx, #00X $25,000
Xxxxxx Trust New York, NY 10128
$1,600,000.00
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