MEMORANDUM AMENDING AGREEMENT THIS AGREEMENT dated January 14, 2004 (“Effective Date”) is between: CTI DIVERSIFIED HOLDINGS INC. (the “Lender”)
THIS AGREEMENT dated January 14, 2004 (“Effective Date”) is between:
CTI DIVERSIFIED HOLDINGS INC.
(the “Lender”)
OF THE FIRST PART
and
FLOWRAY INC. and FLOWSTAR TECHNOLOGIES INC.
(the “Borrowers”)
OF THE SECOND PART
BACKGROUND
| A. | The Lender and the Borrowers entered into a Memorandum
of Agreement dated March 25, 2003 (“Memorandum”). |
| B. | The Parties desire to amend the terms and conditions
of the Memorandum as set forth in this agreement (the “Amendment”).
|
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:
| 1.1 | The parties agree that the
existing sections 3 and 4 of the Memorandum shall be amended and replaced
with the following: |
|
3. The
Borrowers shall accrue interest to the Lender on the Promissory Notes
starting six months from the date the funds were advanced at the rate
of 5% per annum, calculated monthly on the last day of the month, not
in advance, on the outstanding balance owing on the Promissory Notes until
the full amount owing on the Promissory Notes, including interest, is
paid in full. The interest shall be payable quarterly commencing September
30, 2004. |
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4. |
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a) |
The Promissory Notes shall be due and payable five
years from the date each Promissory Note is signed (“Due Date”).
In the event that the parties fail to agree on the Due Date, then the
Promissory Notes shall be due and payable 5 (five) years from the Effective
Date above. |
|
b) |
In the event of the sale or disposition of all the
Shares of either of the Borrowers to an unrelated third party then the
Promissory Notes shall be due and payable forthwith on demand. |
|
| 1.2 | The parties acknowledge
that as of the Effective Date of this Amendment, that the Lender has loaned:
|
|
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a) |
Flowray Inc. a total of five hundred and ten thousand
Canadian dollars (CDN $510,000) |
|
b) |
Flowstar Technologies Inc. a total of one million
three hundred thousand Canadian dollars (CDN $1,300,000) |
|
| 1.3 | The Lender further agrees
to lend to the Borrowers an additional sum of four hundred and forty thousand
Canadian dollars (CDN $440,000) (“Additional Loan”) as required
by the Borrowers from time to time upon the Borrowers providing thirty
(30) days notice to the Lender. The Additional Loan may be reduced or
replaced by conventional financing as arranged. |
|
IN WITNESS WHEREOF the parties have signed this amending agreement as of the date and year first above written.
| FLOWSTAR TECHNOLOGIES INC. | |
| Per: | |
| /s/ Xxxx Xxxxxxxxx | |
| Xxxx Xxxxxxxxx | |
| FLOWRAY INC. | |
| Per: | |
| /s/ Xxxx Xxxxxxxxx | |
| Xxxx Xxxxxxxxx | |
| CTI DIVERSIFIED HOLDINGS, INC. | |
| Per: | |
| /s/ Xxxx Xxxxxxxx | |
| Xxxx Xxxxxxxx |
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