EXHIBIT 10.26
Photoelectron Corporation
0 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
February 28, 1998
Xxxxx X. Xxxxxxx
c/o Aegeus Shipping Co., Ltd.
Xxxxx Xxxxxxxx
00-00 Xxxx Xxxxxxx
Xxxxxx
Dear Xx. Xxxxxxx:
Reference is made to the Photoelectron Corporation Convertible Note and
Warrant Purchase Agreement dated as of May 13, 1992 between Photoelectron
Corporation (the "Company") and Xxxxx X. Xxxxxxx, as amended by that certain
agreement dated as of August 1, 1996 between Photoelectron Corporation and Xxxxx
X. Xxxxxxx (the "Agreement") and the Photoelectron Corporation Amended and
Restated 8% Subordinated Convertible Note Due on Demand dated as of August 1,
1996 (the "Note"). Capitalized terms used herein shall have the meanings set
forth in the Agreement.
The undersigned desire to set forth in writing their oral agreement as of
March 29, 1998 with respect to an amendment to the terms of the Note and the
Agreement and believe that such amendment is in the best interest of each of the
undersigned.
The undersigned acknowledge that (i) pursuant to Section 3.01 of the
Agreement, at the option of the holder of the Note, all of the accrued and
unpaid interest on any note issued pursuant to the Agreement may be converted in
accordance with the terms of the Agreement at any time into fully paid and non-
assessable shares of Common Stock and (ii) pursuant to the Note, the principal
amount of the Note and accrued interest thereon is payable on demand and
interest accrues on March 31, June 30, September 30 and December 31 of each
year.
Notwithstanding the foregoing, you hereby agree to forbear from exercising
and enforcing your rights to the conversion of principal and accrued interest
until May 13, 1999.
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Except as clarified above, the Agreement and the Note are hereby confirmed
in their entirety. This letter agreement which taken together shall constitute
one and the same instrument, and any party hereto may execute this letter
agreement by signing any such counterpart.
Sincerely,
Photoelectron Corporation
/s/ Xxxxx X. Xxxxxxxxx
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By: Xxxxx X. Xxxxxxxxx
Its: Vice President and
Chief Operating Officer
Acknowledged and Agreed:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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