Exhibit 10.28
LOAN AGREEMENT MODIFICATION
Agreement made this 16th day of December, 2003 by and between Scores Holding
Company, Inc. ("SCOH") and HEM Mutual Assurance Fund Limited ("HEM").
Whereas SCOH and HEM entered into a Loan Agreement dated as of August 7, 2002,
under which HEM lent to SCOH the sum of One Million Dollars ($1,000,000) (the
"Loan Agreement").
Whereas the Loan Agreement provides that in certain circumstances SCOH may repay
all remaining principal and interest due on the Loan by issuing to HEM One
Hundred Thousand of SCOH's common stock purchase warrants.
Whereas SCOH desires to issue, and HEM desires to receive, common stock purchase
warrants of SCOH in full payment of all principal and accrued interest due HEM
from SCOH under the Loan Agreement.
Now, therefore, the parties hereto agree as follows:
1. Payment of Loan Agreement. In full payment of all of the principal and
accrued interest due from SCOH to HEM under the Loan Agreement, SCOH shall issue
to HEM its warrant to acquire One Hundred Thousand (100,000) Shares of common
stock of SCOH. HEM hereby accepts the warrant in full payment of all obligations
due under the Loan Agreement.
2. Terms of Warrant. The Warrant shall be exercisable for One Hundred Thousand
Shares of SCOH common stock at a price equal to 75% of the average of the three
lowest closing bid prices per share of SCOH's common stock during the forty (40)
trading days immediately preceding the date of this agreement. The warrant shall
have a term of three (3) years. The warrant shall be in the form annexed hereto
as Exhibit A.
3. General. Excerpt as herein provided, the terms of the Loan Agreement shall
remain in full force and effect, to the extent that the Loan Agreement survives
the payment in full of all obligations due thereunder pursuant to this
Agreement.
In witness whereof, the undersigned have executed this agreement as of the
day and day first above written.
Scores Holding Company, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, CEO
HEM Mutual Assurance Fund Limited
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
