EXTENSION AGREEMENT
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THIS EXTENSION AGREEMENT dated November 22, 1996 between Global
Intellicom, Inc., a Nevada corporation with offices at 000 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as "Global"); and
Triangle Bridge Group, LP, a California limited partnership with offices at
00000 XxXxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as
"Triangle")
W I T N E S S E T H:
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WHEREAS, Triangle advanced the sum of Two Hundred Thousand ($200,000)
Dollars as a loan to Global on February 1, 1996, pursuant to the terms and
conditions of a Commitment Agreement dated January 29, 1996, a Pledge Agreement
dated February 1, 1996, and a Promissory Note dated February 1, 1996
(hereinafter together referred to as the "Loan"); and
WHEREAS, the Loan required interest at the rate of six (6%) percent per
annum on the sum of Two Hundred Thousand ($200,000) Dollars be paid monthly
commencing March 1, 1996 and continuing thereafter until August 1, 1996 when the
principal and unpaid interest was due and payable; and
WHEREAS, interest on the Loan has not been paid since the Loan's
inception; and
WHEREAS, Global granted Triangle a first secured interest in all the
shares of capital stock of National Computer Resources, Inc. as security for
payment of the Loan; and
WHEREAS, Triangle is willing to extend the due date of the Promissory Note
to and including December 15, 1996 on terms and conditions as hereinafter set
forth at which time the principal balance of the Promissory Note in the sum of
One Hundred and Seventy Five Thousand ($175,000) Dollars together with unpaid
interest thereon shall be due and payable.
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties agree as follows:
FIRST: EXTENSION OF DUE DATE OF LOAN
The due date when the Promissory Note and Loan shall be paid by Global to
Triangle shall be extended from August 1, 1996 to and including December 15,
1996 at which time the principal balance of the Promissory Note in the sum of
One Hundred Seventy Five Thousand ($175,000) Dollars together with all unpaid
interest thereon shall be due and payable to Triangle pursuant to the terms and
conditions of the Loan.
SECOND: PAYMENT OF UNPAID ACCRUED INTEREST
Global shall simultaneously with the execution of this Agreement pay
Triangle all unpaid, accrued interest to date in the sum of Nine Thousand ($9,
000) Dollars which shall represent payment of interest at the rate of six (6%)
percent per annum on the principal balance of the Loan for the period February
1, 1996 through November 1, 1996.
THIRD: PAYMENT IN REDUCTION OF THE
PRINCIPAL BALANCE OF THE LOAN
Global shall simultaneously with the execution of this Extension Agreement
pay Triangle
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the sum of Twenty-Five Thousand ($25,000) Dollars representing partial payment
of principal to Triangle in reducing the principal balance of the Loan from Two
Hundred Thousand ($200,000) Dollars to One Hundred Seventy Five Thousand
($175,000).
FOURTH: LOAN AGREEMENTS TO REMAIN IN FULL
FORCE AND EFFECT
Except as otherwise amended by extending the due date of the Loan from
August 1 to December 15, 1996, all other terms and conditions of the Commitment
Agreement dated January 29, 1996, the Pledge Agreement dated February 1, 1996,
the Promissory Note dated February 1, 1996, the Investment Letter dated January
31, 1996 between Global and Triangle shall remain in full force and effect.
FIFTH: AUTHORIZATION
Global represents to Triangle that Global is authorized to enter into this
Extension Agreement pursuant to resolutions fully adopted by the Board of
Directors of Global, and that upon execution of this Extension Agreement by N.
Xxxxxx Xxxxxx, N. Xxxxxx Xxxxxx represents to Triangle that he has the power and
authority to executive and deliver this Extension Agreement on behalf of and in
relation to Global as it relates to the terms and conditions of this Extension
Agreement.
SIXTH: SEVERABILITY
If any of the provisions of this Extension Agreement are held to be void
or unenforceable under applicable law, all of the other provisions of this
Extension Agreement shall nevertheless continue in full force and effect.
SEVENTH: AGREEMENT CONDITIONAL
This Extension Agreement is conditioned upon the payment to Triangle of
the monies
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require to be paid to it by Global as set forth in paragraphs SECOND and THIRD
of this Extension Agreement.
EIGHTH: APPLICABLE LAW
This Extension Agreement shall be deemed to be contract made under the
laws of the State of New York and for all purposes shall be construed in
accordance with the laws of the State of New York.
NINTH: COUNTERPARTS
This Extension Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original and
all such counterparts shall together constitute but one and the same instrument.
Execution by facsimile transfer shall be considered original execution.
IN WITNESS WHEREOF, the parties have hereto set their hands and seals the
date and year first above written.
GLOBAL INTELLICOM, INC., a Nevada
Corporation
By: ________________________________
N. XXXXXX XXXXXX
CHIEF EXECUTIVE OFFICER
TRIANGLE BRIDGE GROUP, LP, a
California Corporation, its General
Partner
By: ________________________________
XXXXX X. XXXXXX
PRESIDENT
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