CHURCHILL CONSULTING
Suite One, Henville Building, Main Street, Charleston
Nevis, West Indies
Telephone: 000-000-0000
Facsimile: 000-000-0000
January 8, 2000
Vizacom Inc.
Glenpointe Centre East
000 Xxxxx X. Xxxx Xxxxxxxxx - 0xx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Re: Loan Facility
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Gentlemen:
This letter confirms our agreement that the undersigned hereby extends
to Vizacom Inc., a Delaware corporation (the "Company"), a loan facility in an
amount up to $1,000,000. The Company may draw down on this loan agreement in
whole or in part from time to time, but this loan facility must be drawn down in
full by the Company no later than March 7, 2000. All amounts drawn down on this
loan facility shall be due and payable upon the earlier of (a) 60 days after the
first draw down on the loan facility, or (b) upon the receipt of gross proceeds
from any offering of equity securities of the Company in an amount equal to
$2,000,000 or more. Amounts borrowed under the loan facility will bear interest
at a rate equal to 8% per annum. All loans thereunder will be evidenced by a
promissory note in the form of Exhibit A hereto.
In connection with the foregoing loan facility, the Company will grant
to the undersigned warrants to purchase an aggregate 250,000 shares of Common
Stock, par value $.001 per share, of the Company exercisable commencing on the
date of issuance for a seven year term at an exercise price of $3.00 per share,
in proportion to the maximum amount of the loan facility which is drawn down.
Such warrants shall be deemed issued as of the date of each draw down on the
loan facility. The shares of Common Stock underlying these warrants will be
registered for resale by the undersigned pursuant to a registration statement to
be filed by the Company not later than the earlier of (a) seven days after the
Company files its annual report on Form 10-KSB for its fiscal year ended
December 31, 1999, or (b) Monday, April 17, 2000. In the event that this
registration statement is not filed by such date, the Company will issue to the
undersigned warrants on the same terms set forth above to purchase 25,000 shares
of Common Stock for each full week after such date that such registration
statement has not been filed. In addition, in the event that the amount due
under the promissory note is not paid in full at maturity, the exercise price of
the warrants shall be reduced by 50% and, if such default in repayment continues
for an additional 60 consecutive days, the exercise price then in effect shall
be reduced again by 50%. The form of warrant certificate, including the
above-described registration rights, shall be in the form attached hereto as
Exhibit B.
If the foregoing accurately sets forth our agreement, please sign
where indicated below.
XXXXXXXXX CONSULTING
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Agent
Accepted and agreed as of the
date first above written:
VIZACOM INC.
By: /s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
President and Chief Executive Officer
