Exhibit 10.8
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement is being made this 19th day of February
2002, by and between Medix Resources, Inc., a Colorado corporation ("Medix"),
with its principal administrative office at 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx Xxxxxxx, XX 00000, and WellPoint Health Networks Inc., a
Delaware corporation (the "Purchaser"), with its principal office at Xxx
XxxxXxxxx Xxx, Xxxxxxxx Xxxx, XX 00000.
WHEREAS, the Purchaser may decide to invest in Medix through the purchase of
a convertible promissory note (the "Note") or shares of the Common Stock, par
value $0.001 per share, of Medix ("Shares") in one or more private placements
of such securities pursuant to Rule 506 of Regulation D ("Regulation D")
promulgated under the Securities Act of 1933, as amended (the "Act"), by the
U.S. Securities and Exchange Commission, upon the terms set forth herein;
WHEREAS, Medix is willing to accept such investment upon such terms; and
WHEREAS, on February 18, 2002 Medix has issued and an affiliate of the
Purchaser has accepted an Amended and Restated Common Stock Purchase Warrant,
dated September 8, 1999, and amended February 18, 2002 (the "Warrant"), and
certain terms of the Warrant shall be incorporated herein and applied to the
agreements set forth herein, as provided below;
NOW THEREFORE, in consideration of the agreements and terms set forth below
and other good and valuable consideration, the parties hereto agree as
follows:
1. Upon the execution of this Agreement, Purchaser shall wire to Medix
$1,000,000 in immediately available funds, and Medix and its wholly-owned
subsidiary, Cymedix Lynx Corporation ("Cymedix"), will execute a secured
convertible promissory note in such principal amount in the form attached
hereto as Exhibit A acceptable to Purchaser (the "Note"), with a maturity
date one year from the date of this agreement, an interest rate equal to the
standard banking "prime rate" as reported in the Wall Street Journal on the
date hereof and from time to time thereafter plus 300 basis points per annum,
and interest payable on the maturity date if conversion has not occurred.
Upon the maturity of the Note on the maturity date or by acceleration by the
Purchaser pursuant to an Event of Default under subsection 8(a), (b), (c) or
(d) of the General Security Agreement of even date herewith between the
parties (the "Security Agreement"), Medix shall always have the option of
paying the Note in full by the conversion of the total amount owed thereunder
into Shares. Conversion of the Note into Shares shall occur as follows:
(a) By the Purchaser or by Medix at the price per Share of additional
securities sold as part of a related private placement ("PIPE") by Medix, if
Medix obtains a written commitment of at least an additional $4,000,000 of
equity by the close of business on September 30, 2002, from persons not
affiliates of the Purchaser, but only if such PIPE transaction is completed
on or prior to the maturity date of the Note.
(b) By the Purchaser or by Medix at a price per Share equal to 80% of the
then-current Fair Market Value (as defined below) if Medix is unable to
obtain a written commitment for the additional equity investment by the close
of business on September 30, 2002, but only on or prior to the maturity date
of the convertible promissory note. For this purpose, "Fair Market Value"
shall be the average closing price of the Shares on the American Stock
Exchange or such other trading facility where the Shares may then be listed
or admitted for trading for the twenty trading days ending on the day prior
to the day of the conversion.
2. Purchaser represents and warrants that (i) its address for shareholder
communication purposes and for compliance with state securities laws is as
set forth above, and (ii) it has all the power and authority necessary to
enter into this Securities Purchase Agreement and to perform its obligations
hereunder, none of which conflict with any rule, regulation, judgment, or
agreement applicable to Purchaser.
3. Medix agrees to pay for all actual reasonable expenses related to
accounting and outside legal fees irrespective of closing. The expenses will
be capped at $5,000.
4. Medix shall file a Registration Statement, on Form S-2 or Form S-3,
covering the Shares purchased by Purchaser within 60 days of the execution
hereof, and shall use its best efforts to have such Registration Statement
declared effective as soon as practicable thereafter. Medix agrees not to
include any other investor in this Registration Statement in excess of
100,000 Shares without Purchaser's consent. Medix shall maintain the
effectiveness of the Registration Statement for as long as all the Shares
that remain in the hands of Purchaser that are covered by the Registration
Statement can not be sold under Rule 144 promulgated under the Act in a
three-month period. Medix agrees that it will not file any new Registration
Statement for registration of any securities until 60 days after the
Registration Statement filed pursuant hereto has been declared effective
without Purchaser's consent. This restriction will exclude issuance to
existing option holders or in connection with a merger or acquisition. This
restriction will also exclude registration filings related to a PIPE
financing of Medix in an amount of up to $20 million. In connection with its
obligations to file and maintain the effectiveness of the Registration
Statement, Medix will comply with all of the provisions of Section 21 of the
Warrant which are incorporated herein by reference.
5. In the event that the Note is converted into Shares pursuant to Section
1(a) above, Purchaser agrees to abide by the terms of any "lock-up" period
agreed to by all of the purchasers of the PIPE transaction.
6. Medix and Cymedix Lynx Corporation ("Cymedix") are each a corporation duly
organized, validly existing and in good standing under the laws or the State
of Colorado. Each has all requisite corporate power and authority to own and
operate its properties and assets; to execute and deliver, as the case may
be, this Agreement, the related Note, the related General Security Agreement
(the "Security Agreement"), and the Amended and Restated Common Stock
Purchase Warrant being issued on the date hereof; to issue and sell the Note
and the underlying shares issuable on conversion of the Note; to carry out
the provisions or this Agreement and the above referenced documents; and to
carry on its business as presently conducted and as presently proposed to be
conducted. Medix and Cymedix are duly qualified and authorized to do
business and are in good standing as a foreign corporation in all
jurisdictions in which the nature of its activities and of its properties
(both owned and leased) make such qualification necessary, except for those
jurisdictions in which failure to do would not have a material adverse effect
on either of them or its business. All of the issued and outstanding shares
of common stock of Cymedix have been issued to Medix,
7. The authorized capital stock of Medix on the date hereof is 100,000,000
shares of common stock, par value $.001 per share, and 2,500,000 shares of
preferred stock, par value $.001 per share. As of February 4, 2002, Medix
had outstanding 57,880,901 shares of common stock, 1 share of 1996 Preferred
Stock, 50 shares of 1999 Series B Preferred Stock and 375 shares of 1999
Series C Preferred Stock. As of that date, approximately 16,419,335 shares
were issuable upon the exercise of outstanding options, warrants or other
rights, and the conversion of preferred stock. A substantial number of these
shares and shares obligated to be issued in the future are subject to
registration rights agreements.
8. When issued in compliance with the provisions of this Agreement, the
shares of common stock issued upon conversion of the Note will be validly
issued, fully paid and non-assessable, and will be free of any liens or
encumbrances, provided however, that such shares may be subject to
restrictions on transfer under state and/or federal securities laws or as
otherwise required by such laws at the time a transfer is proposed, and any
restrictions set forth in this Agreement.
9. All corporate action on the part of Medix and Cymedix, as the case may be,
and their respective officers, directors and stockholders necessary for the
authorization or this Agreement, the Note and the Security Agreement, the
performance of all obligations of each company hereunder and the
authorization, sale, issuance and delivery of the Note and the underlying
shares of common stock issuable upon conversion of the Note pursuant hereto
has been taken. This Agreement, the Note and the Security Agreement when
executed and delivered, will be a valid and binding obligation of Medix and
Cymedix, as the case may be, enforceable in accordance with their respective
terms, except (a) as limited by applicable bankruptcy, insolvency.
reorganization, moratorium or other laws or general application affecting
enforcement of creditors rights generally, (b) general principles of equity
that restrict the availability of equitable remedies, and (c) to the extent
that the enforceability of the remedies provisions set forth in the Security
Agreement may be limited by applicable laws.
10. To the best of their knowledge, Medix and Cymedix own or possess
sufficient legal rights to any patents, trademarks, service marks, trade
names, copyrights, trade secrets, licenses, information and other proprietary
rights and processes necessary for their business as now conducted. without
any known infringement of the rights of others, except as have set forth on
the Schedule of Exceptions. Except as set forth in the Schedule of
Exceptions, there are no outstanding options, licenses or agreements of any
kind relating to the foregoing proprietary rights, nor are they bound by or a
party to any options, licenses or agreements of any kind with respect to the
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes of any other
person or entity, other than such licenses or agreements arising from the
ordinary course of the business of Medix and Cymedix. Except as set forth in
the Schedule of Exceptions, Medix or Cymedix has not received any
communications alleging that either has violated or, by conducting its
business as presently proposed, would violate any of the patents, trademarks,
service marks, trade names, copyrights or trade secrets or other proprietary
rights of any other person or entity, nor is either aware of any basis
therefore. Medix and Cymedix are not aware that any or its employees is
obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement or subject to any judgment, decree or order of
any court or administrative agency that would interfere with their duties to
either or that would conflict with the business as presently conducted or
proposed to be conducted by them. Neither the execution nor delivery of this
Agreement, the Note or the Security Agreement, nor the carrying on of the
business by the employees of Medix and Cymedix, nor the conduct of the
business as presently proposed, will, to the their knowledge, conflict with
or result in a breach of the terms, conditions or provisions of or constitute
a default under, any contract, covenant or instrument under which any
employee is now obligated.
11. Neither Medix nor Cymedix is in violation or default of any term of its
articles of incorporation or bylaws or of any provision of any mortgage,
indenture, contract, agreement, instrument or contract to which it is party
or by which it is bound or of any judgment, decree, order, or writ. The
execution, delivery, and performance of and compliance with this Agreement,
the Note and the Security Agreement and the issuance and sale of the Note and
underlying shares issuable upon conversion of the Note pursuant to the terms
hereof will not, with or without the passage of time or giving of notice,
result in any such material violation, or be in conflict with or constitute a
default under any such term or result in the creation of any mortgage,
pledge, lien, encumbrance or charge upon any of the properties or assets of
either or the suspension, revocation, impairment, forfeiture or non-renewal
of any permit, license, authorization or approval applicable to either, its
business or operations or any or its assets or properties.
12. There is no action, suit, proceeding or investigation pending or,
to the knowledge of Medix or Cymedix, threatened that questions the validity
of this Agreement, the Note or the Security Agreement or the right of either
to enter into any of such agreements, or to consummate the transactions
contemplated hereby or thereby, or which would result, either individually or
in the aggregate, in any material adverse change in the assets, condition or
affairs of either, financially or otherwise, or any change in the current
equity ownership either, nor is the Company aware that there is any basis for
any or the foregoing, except as disclosed in the Form 10-Q filed with the SEC
by Medix for the third quarter of 2001. The Company is not a party or subject
to the provisions of any order, writ, injunction, judgment or decree of any
court or government agency or instrumentality. There is no action, suit,
proceeding or investigation by Medix or Cymedix currently pending or which
Medix or Cymedix intends to initiate.
13. To the knowledge of Medix and Cymedix, no employee of either, nor any
consultant with whom either has contracted, is in violation of any term of
any employment contract, proprietary information agreement or any other
agreement relating to the right of any such individual to be employed by, or
to contract with, either because of the nature or the business to be
conducted; and to their knowledge the continued employment by them of its
present employees, and the performance of their contracts with their
independent contractors, will not result in any such violation. Neither has
received any notice alleging that any such violation has occurred. Except as
set forth in the Schedule of Exceptions, no employee of either has been
granted the right to continued employment by them or to any material
compensation following termination or employment with them. Neither Medix nor
Cymedix is aware that any officer, key-employee or group of employees intends
to terminate his, her or their employment with them, nor do they have a
present intention to terminate the employment or any officer, key employee or
group or employees.
14. To the knowledge of Medix and Cymedix, neither is in violation of any
applicable statute, rule, regulation, order or restriction of any domestic or
foreign government or any instrumentality or agency thereof in respect or the
conduct of its business or the ownership of its properties that violation
would materially and adversely affect the business, assets, liabilities.
financial condition or operations of either. No governmental orders,
permissions, consents, approvals or authorizations are required to be
obtained and no registrations or declarations are required to be filed in
connection with the execution and delivery of this Agreement, the Note or the
Security Agreement and the issuance of the Note or the shares issuable upon
conversion of the Note, except such as has been duly and validly obtained or
filed, or with respect to any filings that must be made after the date
hereof, as will be filed in a timely manner. Both has all franchises, permits
licenses and any similar authority necessary for the conduct of its business
as now being conducted by it, the lack or which could materially and
adversely affect the business, properties or financial condition of the
Company and believes it can obtain, without undue burden or expense, any
similar authority for the conduct of its business as planned to be conducted.
15. Assuming the continued accuracy of the "accredited investor"
representation of the Purchaser contained herein, and compliance with
section 3(a)(9) of the Act for the conversions, the offer, sale and issuance
of the Note and underlying shares issuable upon conversion of the Note will
be exempt from the registration requirements of the Act, as amended, and will
be exempt from or have been registered or qua1ified under the registration,
permit or qualification requirements of a11 applicable state securities laws.
Neither Medix nor any agent on its behalf has solicited or will solicit any
offer to sell or has offered to sell or will offer to sell any securities to
any person or persons so as to bring the sale of the Note or the underlying
shares issuable upon conversion of the Note within the registration
provisions of the Securities Act or any state securities laws.
16. Purchaser acknowledges and agrees that in the course of its due
diligence discussions and review with representatives of Medix and Cymedix,
it has obtained and will obtain confidential or proprietary information and
trade secrets about Medix and Cymedix and their services and products,
including, without limitation, but only to the extent confidential, customer
information, procedures followed by Medix and Cymedix, financial information,
mathematical and programming information used in Medix's and Cymedix's
products and services, confidential information about Medix and Cymedix's
marketing strategies, and other material information that has not yet been
publicly announced. Except as may be required by law, Purchaser agrees that
it shall not publicly disclose any such confidential information or trade
secrets. Purchaser agrees that the confidential information or trade secrets
shall be used by Purchaser only for purposes of evaluating and deciding to
enter into this Agreement and the related agreements. Purchaser acknowledges
that federal and state securities laws prohibit any person who has received
from an issuer material non-public information from purchasing or selling
securities of such issuer or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell securities.
17. Purchaser represents and warrants that (i) it is purchasing the Shares
solely for investment purposes and for its own account only, and not with a
view to or for the resale or distribution thereof, and (ii) that it is an
"accredited investor" as defined in Regulation D. Purchaser acknowledges
that it has been informed that an investment in the Shares involves a high
degree of risk and that it has reviewed the information under the heading
"Risk Factors" beginning on page 3 of the Preliminary Prospectus of Medix,
dated November 16, 2001 (the "Prospectus"), and the information in copies of
the following documents filed with the SEC (i) Annual Report on Form 10-KSB
for the fiscal year of Medix ended December 31, 2000; (ii) Medix's Proxy
Statement for its annual Meeting of Shareholders held on October 16, 2001;
(iii) Medix's Quarterly Report on Form 10-QSB for each of the fiscal quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001.
18. Purchaser understands that it is purchasing the Note and the Shares in a
transaction or transactions that will be exempt from registration under the
Act and applicable state securities laws, and that it may not sell, transfer,
pledge, or otherwise dispose of the Note and the Shares unless such sale is
duly registered pursuant to the Act and is duly registered or qualified under
any applicable state securities laws, or it shall have delivered to Medix an
opinion of counsel reasonably satisfactory to counsel to Medix, to the effect
that such sale, transfer, pledge or other disposition is exempt from
registration under the Act, and from registration or qualification under
applicable state securities laws. The certificates evidencing the Note and
the Shares will have a legend affixed to reflect these restrictions, and stop
transfer instructions will apply.
19. Purchaser further represents and warrants that it is able to bear the
economic risks of this investment and understands that it could lose its
entire investment in the Note and the Shares and that it has carefully
reviewed the material provided by Medix, including the material set forth in
Section 17 above.
20. Purchaser acknowledges that it has been given the opportunity
to meet with Xxxx X. Xxxxxxx and other representatives of Medix and Cymedix
and to ask questions of them and to receive answers thereto concerning the
terms and conditions of the investment, and to obtain information which the
issuer possesses or can acquire without unreasonable effort or expense that
is necessary to verify the accuracy of the information set forth in the
documents described in Section 17 above.
21. Purchaser is aware of its filing obligations under Sections 13(d) and
16(a) of the Securities Exchange Act of 1934, as amended, if it acquires
beneficial ownership of more than 5% under the first section cited and 10%
under the second section cited, of the outstanding Medix Shares, and
Purchaser will comply with such obligations if applicable to its ownership of
securities of Medix.
22. This Securities Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of New York, excluding applicable
principles of conflict of laws. The rights and obligations of Purchaser
under this Agreement shall not be assignable or transferable by the Purchaser
without the written consent of Medix. If any provision of this Agreement, or
the application of such provision to any person or circumstance, shall be
held invalid, the remainder of this Agreement or the application of such
provision to other persons or circumstances shall not be affected thereby.
Furthermore, the parties shall negotiate in good faith with respect to an
equitable modification of the provision or application thereof held to be
invalid. This Agreement may be executed in one or more counterparts, and by
telecopied facsimile of the signature on behalf of a party hereto, all of
which shall constitute one and the same instrument. This Agreement together
with the related Note and Security Agreement constitutes the entire agreement
among the parties and supersedes any prior agreements or understanding with
respect thereto and this Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective heirs, executors and
administrators, legal representatives, successors and permitted assigns.
This Agreement may not be changed or terminated except by written agreement
signed by both parties. It shall be enforceable by decrees of specific
performance (without posting bond or other security) as well as by other
available remedies. All notices hereunder shall be in writing and mailed,
delivered, telecopied or telegraphed and confirmed to either party at their
addresses set forth above or in a properly given subsequent notice. Notice
shall be deemed to be given three days after it is mailed by certified mail,
return receipt requested, or when it is delivered, telecopied or telegraphed
and confirmed in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement,
intending to be bound as provided herein, as of the date first above written.
WELLPOINT HEALTH NETWORKS INC. MEDIX RESOURCES,
INC.
By:/s/Xxxxx Xxxxx By:/s/Xxxx X. Xxxxxxx
-------------- ------------------
Print Name: Xxxxx Xxxxx Print Name: Xxxx X. Xxxxxxx
Title: Executive Vice President Title: President and CEO
Exhibit A
THE SECURITIES REPRESENTED BY AND UNDERLYING THIS CONVERTIBLE PROMISSORY NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH LAWS, OR UNLESS THE
DEBTOR HEREUNDER HAS RECEIVED A FAVORABLE OPINION OF COUNSEL, OR HAS RECEIVED
SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT, THAT ANY CONTEMPLATED
TRANSFER WILL NOT BE IN VIOLATION OF SUCH LAWS.
SECURED CONVERTIBLE PROMISSORY NOTE
$1,000,000.00 Denver,
Colorado
February __, 2002
FOR VALUE RECEIVED, the undersigned MEDIX RESOURCES, INC. ("Medix"), and
CYMEDIX LYNX CORPORATION ("Cymedix"), both corporations organized and
existing under the laws of the State of Colorado ("Debtor"), jointly and
severally, hereby promises to pay to the order of WELLPOINT HEALTH NETWORKS
INC., a Delaware corporation ("Creditor"), the principal amount of
$1,000,000, together with interest (computed on the basis of a 360-day year)
on the unpaid principal amount hereof at the rate of the standard banking
"prime rate" as reported in the Wall Street Journal on the date hereof and
from time to time thereafter plus 300 basis points per annum from the date
hereof to the date paid, whether on the Maturity Date (defined below) or by
acceleration or otherwise, and unless prohibited by applicable law, to pay
interest (computed as aforesaid) on any principal which is more than five
days overdue, at the rate of the standard banking "prime rate" as reported
in the Wall Street Journal from time to time plus 500 basis points per annum
(or, in each case at the highest rate permitted by applicable law, whichever
is less). All principal and accrued interest hereunder shall be due and
payable on February __, 2003 (the "Maturity Date").
Unless the principal hereof and interest accrued hereon are converted into
common stock of the Debtor as provided herein, all payments of principal and
interest are to be made in lawful money of the United States of America to
the Creditor at the following address until the Debtor is otherwise notified:
Any payment hereunder by or on behalf of Debtor shall first be applied to pay
accrued interest hereunder until all then accrued interest shall be paid, and
then any additional payment amount shall be applied to the outstanding
principal amount hereof.
Notwithstanding any other provision hereof, all of the outstanding principal
hereof and all interest accrued hereon (but in either case not less than all)
may be converted, into fully paid and non-assessable shares of the Debtor's
common stock, $0.001 par value per share ("Shares"), after both conditions
referred to below have been satisfied or one has failed, as follows:
(a) By the Creditor or by Medix at the price per Share of additional
securities sold as part of a related private placement ("PIPE") by Medix, if
Medix obtains a written commitment of at least an additional $4,000,000 of
equity by the close of business on September 30, 2002, from persons not
affiliates of the Creditor, but only if such PIPE transaction is completed
on or prior to the maturity date of the Note.
(b) By the Creditor or by Medix at a price per Share equal to 80% of the
then-current Fair Market Value (as defined below) if Medix is unable to
obtain a written commitment for the additional equity investment by the close
of business on September 30, 2002, but only on or prior to the maturity date
of the convertible promissory note. For this purpose, "Fair Market Value"
shall be the average closing price of the Shares on the American Stock
Exchange or such other trading facility where the Shares may then be listed
or admitted for trading for the twenty trading days ending on the day prior
to the day of the conversion.
The number of Shares into which this Secured Convertible Promissory Note is
convertible shall be subject to adjustment from time to time as follows. In
case Medix shall (i) declare or pay a dividend in Shares or make a
distribution in Shares to holders of its outstanding Common Stock, (ii)
subdivide its outstanding Shares, (iii) combine its outstanding Shares into a
smaller number of Shares, or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, then the number of Shares issuable
upon conversion of this Note immediately prior thereto shall be adjusted so
that the holder of this Note shall be entitled to receive the number of
Shares or other securities of Medix which it would have owned or have been
entitled to receive had this Note been converted in advance thereof. An
adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if
any, for such event.
This Promissory Note is subject to and secured by the terms of a certain
General Security Agreement of even date herewith among the Creditor and
Debtor (the "Security Agreement"). The Events of Default as defined therein
shall constitute defaults in this Secured Convertible Promissory Note and the
remedies set forth in the Security Agreement shall be the remedies available
to the Creditor to enforce its rights hereunder.
Notwithstanding any other provision hereof, it is the intention of the Debtor
and the Creditor that the usury laws applicable to this Promissory Note and
the obligations represented hereby shall be strictly complied with, and that
all interest or other amounts constituting interest under applicable law
shall under no circumstances exceed the maximum amount of interest permitted
by applicable law. Any interest, in excess of the amount allowable under
applicable law, received by the Creditor shall, at the option of Creditor,
either be refunded to the Debtor or credited against principal hereof. This
Promissory Note shall be governed by and construed under the laws of the
State of New York.
As security for the Debtor's obligations under this Secured Convertible
Promissory Note, Medix Resources, Inc. shall and does hereby, and shall cause
its wholly-owned subsidiary, Cymedix to, pledge, grant, convey, hypothecate,
and assign to the Creditor a continuing security interest in and to all
trademarks, patents, copyrights and other intellectual property of the Medix
and Cymedix (whether registered or not), now owned or hereafter acquired by
each of them, together with the proceeds thereof (collectively, the
"Collateral") described in the Security Agreement.
This Promissory Note shall not be transferable by the Creditor except
to an affiliate of the Creditor with prior approval of the Debtor. The
undersigned hereby waives presentment, demand for payment, notice of
dishonor, and any and all other notices or demands in connection with the
delivery, acceptance, performance, default, or enforcement of this Promissory
Note, and hereby consents to any extensions of time, renewals, releases of
any party obligated in connection with this Promissory Note, waivers or
modifications that may be granted or consented to by the Creditor in respect
of the time of payment or any other provisions of this Promissory Note. If
after written notice of default hereunder by the Creditor to Debtor and
failure of Debtor to pay this Promissory Note in full within fifteen (15)
days after such notice, the indebtedness represented by this Promissory Note
or any part hereof is placed in the hands of attorneys for collection, the
Debtor agrees to pay the principal and interest due and payable hereon, and
all costs of collecting this Promissory Note, including reasonable attorneys
fees and expenses.
MEDIX RESOURCES, INC.
By:________________________
Title:______________________
CYMEDIX LYNX CORPORATION
By: ________________________
Title: _______________________
