FIRST AMENDMENT TO PROMISSORY NOTE
Exhibit
99.1
FIRST
AMENDMENT TO PROMISSORY NOTE
THIS
FIRST AMENDMENT TO PROMISSORY NOTE is made as of December 29, 2005 (the
“Amendment”), by and between _____________ (the “Holder”) and Health Discovery
Corporation, a Texas corporation (the “Company”).
RECITALS
A. The
Company executed and delivered to Holder that certain Promissory Note dated
as
of July 30, 2004, payable to the order of the Holder in the principal amount
of
_____________ and no/100 Dollars ($_____________) (the “Note”). The Note
provides for the principal balance to be paid in full on the sixteenth month
anniversary of the Initial Payment Date.
B. The
Company has requested, and the Holder has agreed to, among other things,
an
extension of the maturity date for payment of the indebtedness evidenced
by the
Note, and the parties wish to memorialize their agreement in
writing.
NOW,
THEREFORE, for and in consideration of the mutual agreements herein stated,
and
other good and valuable consideration, the adequacy and receipt of which
are
hereby acknowledged, Holder and the Company agree as follows:
1. All
reference on page 1 of the Note to payments on the twelfth and sixteenth
month
anniversary of the Initial payment Date shall be deleted, and October 31,
2007
shall be substituted therefore, which thereby extends the Maturity Date to
October 31, 2007. All amounts deferred by this Amendment shall bear interest
until paid at a simple rate of interest equal to 18% per year, payable in
the
common stock of the Company, due at the earlier of maturity or redemption,
which
shares of common stock shall be valued at $0.24 per share.
2. Section
2.5 shall be added to include a fifth Event of Default as follows:
2.5 The
Company's cash balance is less than $100,000 on two successive business days
prior to the Maturity Date.
3. No
Other Amendment or Waiver.
The
Note, as hereby amended, remains in full force and effect in accordance with
its
terms, and Holder and the Company hereby ratify and confirm the
same.
4. Counterparts.
This
Amendment may be executed in any number of counterparts and by different
parties
hereto in separate counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which counterparts, taken together,
shall constitute one instrument.
5. Successors
and Assigns.
This
Amendment shall be binding upon and inure to the benefit of the successors
and
permitted assigns of the parties hereto.
6. Section
References.
Section
titles and references used in this Amendment shall be without substantive
meaning or content of any kind whatsoever.
IN
WITNESS WHEREOF, the Holder and the Company have executed this Amendment
as of
the day and year first written above.
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HOLDER
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________________________________
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By:
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HEALTH
DISCOVERY CORPORATION
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________________________________
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By:
Xxxxxxx X. Xxxxxxxx, M.D., CEO
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