EXHIBIT 10.69
AGREEMENT
WHEREAS, Applied Data Communications, Inc., ("ADC" or Borrower") requires
additional financing to capitalize on business opportunities, presently
available to it, and Xxxxxx Xxxxx ("Lender") is willing to provide such
financing ("Borrowing") under terms and conditions as set forth below,
NOW THEREFORE, ADC and Lender (collectively "Parties"), in exchange for the
foregoing and other good and valuable consideration, do hereby agree and
covenant as follows:
1. Amount of Borrowing.
Amount of the Borrowing shall be $50,000.
2. Rate, Fees.
Borrower shall compensate Lender with interest paid monthly, in the amount of 1%
per month, in addition to administrative fees paid monthly, in the amount of 1%
per month. All interest and fees as computed hereunder shall be due by the
tenth calendar day of each month, for the prior month. Lender may also grant to
Borrower the right to pay interest and fees in registered common shares of the
Borrower's stock, valued at $.80 per share, with said shares to be issued within
thirty (30) days of payoff of the note. Should Lender permit Borrower to pay
interest and fees in registered common shares, prior to maturity of the note,
the number of such shares paid will assume the note was held to maturity.
3. Term, Prepayment.
The Borrowing shall commence on March 12, 2001 and shall be repayable in its
entirety on July 12, 2001. Said Borrowing may be repaid in whole or in part, by
the Borrower, without premium or penalty, at any time prior to the Maturity
Date, at the option of the Borrower, provided, however, that the Lender shall be
entitled to retain all options as defined under paragraph 4 hereunder,
regardless of whether borrowing is prepaid.
4. Additional Consideration.
Borrower shall grant Lender options to purchase 62,500 shares of registered
common stock of the Borrower, at a price of $.80 per common share, such options
being available for a period of twenty-four months, commencing with the date of
this note.
5. Legal and Collection Fees.
Borrower agrees to compensate Lender for reasonable legal and collection fees
and expense incurred by Lender, in the event that Borrower is unable to repay
Borrowing when due.
6. Default, Waivers.
Note shall be in default, should principal, interest or fees remain unpaid for
more than ten days, after the end of the month. Failure of Lender to declare a
default shall not constitute a waiver or of such default or of any subsequent
default. No delay on the part of the Lender in exercising any power or right
under this Agreement shall operate as a waiver of the power or right, nor shall
any single or partial exercise of any power or right preclude further exerciseof
that power or right. The rights and remedies specified herein are cumulative
and not exclusive of any rights and remedies that the Lender may otherwise
possess.
7. Modification.
The terms of this Agreement shall not be varied, altered or modified except in
writing signed by the Borrower and the Lender.
8. Conversion.
Conversion of borrowings as defined hereunder, shall occur on or before March
31, 2001. Lender agrees to convert principal amount $50,000 to 62,500 shares of
the Borrower'' registered common stock (price of $.80 per common share).
10. Jurisdiction, Arbitration
The provisions of this Agreement are to be construed according to, and are to be
governed by the laws of the State of California.
IN WITNESS WHEREOF, Parties acknowledge their agreement with the aforementioned
terms and conditions, by their signatures, as indicated below.
Applied Date Communications, Inc.
By: /s/ Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxx
Xxxxxx J. "Xxx" Xxxx Xxxxxx Xxxxx
Lender
0000 Xxxxx Xxxxx Xxxxxx 00 Xxxx 00xx Xxxxxx
Xxxxx Xxx, XX 00000 Xxx Xxxx, XX 00000
Its: Chief Executive Officer
Date: 3-5-01 Date: 3-12-01
