ASSUMPTION AGREEMENT
THIS
ASSUMPTION AGREEMENT (the “Agreement”)
is
made and entered into effective as of June 16, 2005 (the “Effective
Date”)
by and
among, NURSES
PRN, LLC (“Nurses
PRN”),
NURSES PRN ACQUISITION CORP.,
a
Nevada corporation (the “Company”)
and
Xxxxxxx X. Xxxxxxx (“Xxxxxxx”).
WHEREAS,
the Company has agreed to assume that certain Promissory Note (the “Note”)
in the
amount of $500,000, dated July 15, 2003 and issued to Xxxxxxx by Nurses
PRN.
WHEREAS,
the parties hereto agree that the current outstanding balance (the “Outstanding
Balance”)
on the
Note is Three Hundred Sixty Five Thousand Four Hundred Eighty Seven Dollars
and
50/100 ($365,487.50).
NOW,
THEREFORE, in consideration of the promises and the mutual promises, conditions
and covenants contained herein and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. As
of the
Effective Date, the Company hereby assumes and agrees to perform, pay or
discharge, when due, all liabilities, obligations and commitments arising
out
of, resulting from, or relating to the Note. Notwithstanding the foregoing,
Nurses PRN shall not be relieved from any of its liabilities, duties or
obligations under the Note.
2. Commencing
July 16, 2005, the Company shall make principal and accrued simple interest
payments in accordance with the schedule of payments attached hereto as
Exhibit
“A”
and made
a part hereof.
3. This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto
and their respective successors and assigns.
4. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Florida.
[SIGNATURE
PAGE TO FOLLOW]
-
-
IN
WITNESS WHEREOF,
the
parties hereto have executed and delivered this Agreement as of the date
first
above written.
|
NURSES
PRN ACQUISITION CORP.
|
|
|
By:
/s/ Xx. X.X.Xxxxx
|
By:
/s/ Xxxxxxx X. Xxxxxxx
|
|
Xx. X.X.Xxxxx, President |
Xxxxxxx X. Xxxxxxx |
|
NURSES
PRN, LLC
|
|
|
By:
/s/ Xxxxxx Xxxxxx
|
|
|
Xxxxxx Xxxxxx, President |
EXHIBIT
A
|
Payment
|
Payment
Date
|
Balance
|
Principal
|
Interest
9%
|
Total
|
|
1
|
July
16, 2005
|
$365,487.50
|
$12,500.00
|
$2,741.16
|
$15,241.16
|
|
2
|
August
16, 2005
|
$352,987.50
|
$12,500.00
|
$2,647.41
|
$15,147.41
|
|
3
|
September
16, 2005
|
$340,487.50
|
$12,500.00
|
$2,553,66
|
$15,053.66
|
|
4
|
October
16, 2005
|
$327,987.50
|
$12,500.00
|
$2,459.91
|
$14,959.91
|
|
5
|
November
16, 2005
|
$315,487.50
|
$12,500.00
|
$2,366.16
|
$14,866.16
|
|
6
|
December
16, 2005
|
$249,654.50
|
$65,833.00
|
$1,872.41
|
$67,705.41
|
|
7
|
January
16, 2006
|
$237,154.50
|
$12,500.00
|
$1,778.66
|
$14,278.66
|
|
8
|
February
16, 2006
|
$224,654.50
|
$12,500.00
|
$1,684.91
|
$14,184.91
|
|
9
|
March
16, 2006
|
$212,154.50
|
$12,500.00
|
$1,591.16
|
$14,091.16
|
|
10
|
April
16, 2006
|
$199,654.50
|
$12,500.00
|
$1,497.41
|
$13,997.41
|
|
11
|
May
16, 2006
|
$187,154.50
|
$12,500.00
|
$1,403.66
|
$13,903.66
|
|
12
|
June
16, 2006
|
$174,654.50
|
$12,500.00
|
$1,309.91
|
$13,809.91
|
|
13
|
July
16, 2006
|
$162,154.50
|
$12,500.00
|
$1,216.16
|
$13,716.16
|
|
14
|
August
16, 2006
|
$149,654.50
|
$12,500.00
|
$1,122.41
|
$13,662.41
|
|
15
|
September
16, 2006
|
$137,154.50
|
$12,500.00
|
$1,028.66
|
$13,528.66
|
|
16
|
October
16, 2006
|
$124,654.50
|
$12,500.00
|
$934.91
|
$13,434.91
|
|
17
|
November
16, 2006
|
$112,154.50
|
$12,500.00
|
$841.16
|
$13,341.16
|
|
18
|
December
16, 2006
|
$99,654.50
|
$12,500.00
|
$747.41
|
$13,247.41
|
|
19
|
January
16, 2007
|
$87,154.50
|
$12,500.00
|
$653.66
|
$13,153.66
|
|
20
|
February
16, 2007
|
$74,654.50
|
$12,500.00
|
$559.91
|
$13,059.91
|
|
21
|
March
16, 2007
|
$62,154.50
|
$12,500.00
|
$466.16
|
$12,996.16
|
|
22
|
April
16, 2007
|
$49,654.50
|
$12,500.00
|
$372.41
|
$12,872.41
|
|
23
|
May
16, 2007
|
$37,154.50
|
$12,500.00
|
$278.66
|
$12,778.66
|
|
24
|
June
16, 2007
|
$24,654.50
|
$12,500.00
|
$184.91
|
$12,684.91
|
|
25
|
July
16, 2007
|
$12,154.50
|
$12,500.00
|
$91.16
|
$12,591.16
|
|
26
|
August
16, 2007(Last
Payment)
|
0.00
|
$12,154.50
|
0.00
|
$12,154.50
|
