EXHIBIT 10.5
AGREEMENT
In consideration for a loan by MKK Investment Company, Inc. (the
"Payee") to Uniservice Corporation, a Florida corporation ("UC/Company"), UC
hereby agrees that the principal amount of the loan of One Hundred and Fifty
Thousand ($150,000) Dollars, together with interest at eight and one half
percent (8-1/2%) per annum, shall be paid from the proceeds of the UC initial
public offering on Form SB-2 (the "Registration Statement") which the Company
intends to file with the Securities and Exchange Commission.
This loan shall be evidenced by a Promissory Note between the Company
as Maker and the Company as Payee of even date.
As additional consideration, the Payee shall receive 30,000 shares of
restricted Class A Voting Common Stock, par value $.0001 (the "Class A Common
Stock") of UC, subject to a lock-up period of six (6) months from the effective
date of the Registration Statement or such other lock-up period as may be
imposed by the Company's Underwriter or the National Association or Securities
Dealers or by any national exchange including the National Association of
Securities Dealers Automated Quotation (Nasdaq) System in connection with the
Registration Statement.
If for any reason the Registration Statement is not effective and
closed by January 1, 2000, then and in that event payment shall be made by UC.
The Company intends to use the proceeds received from the Payee in
connection with the costs and expenses related to the Registration Statement.
The Company has given Xxxxx Xxxxx, a Director of UC whose business address is
c/o Andean Engineering & Finance Corp., 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxx
Xxxxx, XX 00000 the right to disburse any and funds received by UC from the
Payee in connection with the related costs and expenses of the Registration
Statement, subject to the prior written approval of Xxxxxxx Xxxxxxxx, the
President and CEO of UC or Xxxxxx Xxxxxxx, the general counsel for UC.
This Agreement shall be governed by the laws of Florida and shall be
deemed entered into at March 31, 1998.
This Agreement is made this 31st day of March, 1998.
Uniservice Corporation
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx. President
FORM
OF
PROMISSORY NOTE
$150,000
Palm Beach County, Florida March 31, 1998
FOR VALUE RECEIVED, UNISERVICE CORPORATION, a Florida corporation (the
"Maker") promises to pay to the order of MKK Investment Company, Inc. (the
"Payee"), at the earlier of (i) the closing of the Maker's underwritten public
offering of its securities or (ii) January 1, 2000, the principal sum (of an
aggregate of) One Hundred Fifty Thousand ($150,000) Dollars in lawful money of
the United States, in hand or at the principal office of the Payee as may from
time to time be designated by the Payee. This Note shall bear interest on the
unpaid principal balance at the rate of Eight and One-Half Percent (8-1/2%),
payable at the time of the payment of the principal sum of this Note.
In the event of any default in any payment on this Note, then at the
option of the Payee, this Note shall bear interest computed from the date of
such default at one and one-half percent (1-1/2%) per month, but in any event
not in excess of the legally prescribed rate for instruments of this kind. The
term "event of default" as used herein, shall mean the failure of Maker to make
any payment of the principal or interest due under the Note, which failure shall
continue for five (5) days after notice of default, such notice to be delivered
to Maker by registered, certified or overnight mail duly recorded at the
principal office of the Maker.
An provision hereof which may prove unenforceable under any law shall
not affect the validity of any other provisions hereof.
Maker hereby waives presentment for payment, protest and notice of
protest and all other notices or demands in connection with the delivery,
acceptance, performance, default or endorsement of this Note.
This Note shall be governed by the laws of the State of Florida or the
Country of Chile, in the sole discretion of the Payee.
UNISERVICE CORPORATION
BY: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Chief Executive Officer
