Exhibit 10.11
NOTE MODIFICATION AGREEMENT
THIS NOTE MODIFICATION AGREEMENT (this "AGREEMENT") is entered into as
of the 30th day of June, 2002, by and between TELENETICS CORPORATION, a
California corporation (the "ISSUER"), and XXXXX X. XXXXXX, an individual (the
"HOLDER").
R E C I T A L S
WHEREAS, the Issuer is the maker of that certain 8% Unsecured
Promissory Note dated as of November 16, 2000 in the principal amount of
$150,000 (the "NOTE"), in favor of the Holder; and
WHEREAS, the Issuer and the Holder desire to amend and then exchange
the Note as provided herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements set forth below, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. EXTENSION OF MATURITY AND PAYMENT DUE DATES. The Maturity Date of
the Note, as defined therein, hereby is extended to July 15, 2002. The due dates
of all remaining amounts due or to become due under the Note hereby are extended
to July 15, 2002. The parties acknowledge and agree that the Issuer is not in
default under the terms of the Note.
2. PARTIAL PAYMENT AND EXCHANGE OF NOTE. On July 15, 2002, the Holder
shall deliver the Note to the Issuer for cancellation in exchange for the
delivery by the Issuer to the Holder of (a) the sum of Seven Thousand Eight
Hundred Dollars ($7,800) plus interest accrued on the Note from July 1, 2002
through July 14, 2002 and (b) a note in the principal amount of One Hundred
Forty-Eight Thousand, Two Hundred Dollars ($148,200) in the form attached as
EXHIBIT A to this Agreement (the "EXCHANGE NOTE").
3. INVESTMENT INTENT AND ACCREDITED INVESTOR STATUS. The Holder
represents that the Holder is acquiring the Exchange Note for its own account,
for investment purposes, and not with a view to or for sale in connection with
any distribution thereof. The Holder understands that the Exchange Note has not
been registered under the Securities Act of 1933, as amended, or registered or
qualified under any state securities law in reliance upon specific exemptions
therefrom, which exemptions may depend upon, among other things, the bona fide
nature of the Holder's investment intent as expressed herein. The Holder also
represents that the Holder is an "accredited investor" (as that term is defined
in Rule 501 of Regulation D under the Securities Act), and that by reason of its
business and financial experience, the Holder has such knowledge, sophistication
and experience in business and financial matters so as to be capable of
evaluating the merits and risks of the investment in the Exchange Note and is
able to bear the economic risk of its investment.
4. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to choice of
law principles. If any one or more of the provisions contained in this Agreement
shall for any reason be found by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the parties agree that such
court may modify such provision to the extent necessary to make it valid, legal
and enforceable. In any event, such provision shall be separable and shall not
limit or affect the validity, legality or enforceability of any other provision
hereunder.
5. REMAINDER OF NOTE TERMS. Except as specifically modified or amended
by the terms hereof, all other terms and conditions of the Note shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
or about July 9, 2002, to memorialize an agreement intended by the parties to be
effective as of June 30, 2002.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"ISSUER" TELENETICS CORPORATION,
a California corporation
By: /S/ XXXXXX XXXXXXX
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Its: CHIEF LEGAL AND ACCOUNTING OFFICER
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"HOLDER" /S/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, an individual
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