EXHIBIT 10.1
AGREEMENT FOR ASSUMPTION
OF INDEBTEDNESS
STATE: TEXAS
COUNTY: DALLAS
LOAN # 00-0000000
GP #219 138 4005
THIS AGREEMENT, made this 10th day of August, 2001
WITNESSETH:
WHEREAS, The Small Business Administration, an agency and
instrumentality of the United States of America or The Money Store Investment
Corporation (hereinafter called "Lender"), is the owner and holder of certain
instruments executed by MPM MEDICAL, INC. AND DIVERSIFIED CARE, INC.
(hereinafter designated "Transferor", whether one or more), said instruments
being identified as follows:
PROMISSORY NOTE SECURITY INSTRUMENT
--------------- -------------------
Date: JULY 31, 1998 Type: 1st Security interest in
Machinery, Equipment
Furniture & Fixtures
Amount: $357,000.00
Date: July 31, 1998
Registry: Secretary of State of
Texas/Nevada
As of JULY 9, 2001 (Interest paid to date)
the approximate unpaid principal balance
is $290,329.78
WHEREAS, RBC ACQUISITION CORP. (hereinafter designated as "Transferee"
whether one or more), by a certain conveyance by the Transferor, has acquired
the property covered by the above described Security instruments, said
conveyance being subject to the lien created in said instrument:
NOW, THEREFORE, in consideration of the conveyance of said property to the
Transferee and the consent of Lender to said conveyance, it is hereby agreed as
follows:
1. Transferee hereby assumes payment of the unpaid balance of said Note
and said indebtedness now held by the Lender;
2. Transferee agrees that payment of the indebtedness shall be in
accordance with the terms and conditions of the Promissory Note evidencing the
indebtedness, any outstanding agreements of Transferor pertinent thereto, and
the Security Instrument(s), and the Transferee hereby assumes liability for,
agrees to comply with, to be bound by, and to perform all covenants and
conditions in, all of said instruments as of the dates thereof as the principal
obligor, including but not limited to the Authorization and Loan Agreement,
except to the extent that such instrument(s) evidencing indebtedness,
agreements pertaining thereto and security instrument(s) are superseded by
instruments executed by the Transferee simultaneously with or subsequent to the
date of the execution of this agreement;
3. The Lender hereby consents to conveyance of the above mentioned
property from the Transferor to the Transferee and agrees that upon payment in
full to lender or its assigns of the obligations herewith assumed by the
Transferee, together with interest and any other amounts which have become
owing to Lender under the terms of the above described Security instrument or
any modifications thereof, the Lender shall execute such instruments as may be
necessary to permit the said property to be released from the lien of said
instrument(s).
IT IS AGREED AND UNDERSTOOD that assumption of this indebtedness by the
Transferee does not relieve the undersigned Transferors from personal liability
for payment of the indebtedness referred to herein.
TRANSFEREE:
RBC Acquisition Corp.
By: /s/ XXXXXXX X. XXXXXX
------------------------------
Xxxxxxx X. Xxxxxx, President
By: /s/ XXXXX X. XXXXX
------------------------------
Xxxxx X. Xxxxx, Secretary
Guarantor:
Royal BodyCare, Inc.
By: /s/ XXXXXXX X. XXXXXX
------------------------------
Xxxxxxx X. Xxxxxx, President
By: /s/ XXXXXXXXX X. XXXXXX
------------------------------
Xxxxxxxxx X. Xxxxxx, Secretary
/s/ XXXXXXX X. XXXXXX
------------------------------
Xxxxxxx X. Xxxxxx
Attest: /s/ XXXXXX X. XXXXXX
--------------------------
AGREED TO:
TRANSFEROR:
MPM MEDICAL, INC.
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Xxxxxxx X. Xxxxxx, CEO
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx, Secretary
DIVERSIFIED CARE, INC.
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Xxxxxxx X. Xxxxxx, President
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx, Secretary
Attest: /s/ XXXXX X. XXXXX
--------------------------------
GUARANTORS:
/s/ XXXXXX X. XXXXXX
---------------------------------------
Xxxxxx X. Xxxxxx
Diversified Care of Oklahoma, Inc.
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Xxxxxxx X. Xxxxxx, President
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx, Secretary
Integracare LLC
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Xxxxxxx X. Xxxxxx, Manager
LENDER:
THE MONEY STORE INVESTMENT CORPORATION
By: /s/ XXXXXXX XXXXXX
------------------------------------
Xxxxxxx Xxxxxx, Credit Service
Officer
