Exhibit 99.1
AGREEMENT FOR EXTENSION AND AMENDMENT OF NOTE
THIS AGREEMENT is entered into as of this 30th day of June, 2007, by,
between and among AcuNetx, Inc. ("AcuNetx"), OrthoNetx, Inc. ("OrthoNetx"), and
Xxxxxxxx X. Xxxxxxxx, MD ("Xxxxxxxx"):
RECITALS:
X. Xxxxxxxx is the holder of a Promissory Note in the original
principal amount of $300,000, dated January 30, 2005, issued by OrthoNetx, Inc.
("OrthoNetx") in favor of Xxxxxxxx (the "OrthoNetx Note");
B. OrthoNetx is a wholly-owned subsidiary of AcuNetx;
C. The Note is secured by all of the assets of OrthoNetx;
D. The Note is currently in default, and Xxxxxxxx has issued a Notice
of Default and demand for payment;
E. In order to induce Xxxxxxxx to forbear from foreclosing on assets of
OrthoNetx and taking other remedies available to Xxxxxxxx, AcuNetx
has agreed to acknowledge its liability and guarantee obligations of
OrthoNetx to Xxxxxxxx;
F. The OrthoNetx Note is presently guaranteed by Xxxxx Xxxxx, who was
President of OrthoNetx when the Note was issued (the "Xxxxx
Guarantee");
G. The parties desire to amend and restate the Note and terminate the
Xxxxx Guarantee;
NOW, THEREFORE, with reference to the foregoing Recitals, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, AcuNetx and Xxxxxxxx hereby agree as follows:
1. AMENDED AND EXTENDED NOTE. Concurrently with the execution of this
Agreement, AcuNetx shall cause OrthoNetx to deliver an Amended and Extended
Promissory Note to Xxxxxxxx, in the form of Exhibit A hereto (the "Restated
Note"). Upon such delivery, Xxxxxxxx shall deliver the original Note to
OrthoNetx for cancellation.
2. GUARANTY BY ACUNETX. Concurrently with the execution of this
Agreement, AcuNetx shall deliver to Xxxxxxxx an Unconditional Guaranty of the
Restated Note in the form of Exhibit B hereto.
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3. TERMINATION OF XXXXX GUARANTY; OTHER GUARANTEES AND SECURITY
INTERESTS NOT TERMINATED. Concurrently with the execution of this Agreement,
Xxxxxxxx shall deliver to AcuNetx a Termination of the Guaranty of Xxxxx Xxxxx,
in the form of Exhibit C hereto. It is specifically acknowledged and agreed,
that except as expressly terminated in connection with the Xxxxx Guaranty, no
release, termination or reduction of the guaranty or security agreement of any
other person or entity is intended or implied.
4. FINANCIAL REPORTS. So long as the Restated Note is outstanding,
AcuNetx shall deliver to Xxxxxxxx, on a monthly basis, financial reports of
AcuNetx similar to the reports distributed to the Board of Directors of AcuNetx,
in each case within five business days after the delivery of the reports to the
Board of Directors. Such monthly reports shall include monthly trial balances
and monthly closing statements, as well as any updates of projections prepared
by the Company. Xxxxxxxx hereby acknowledges that federal and state securities
laws prohibit any person who has material, non-public information concerning
AcuNetx from purchasing or selling securities of AcuNetx 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 such
securities. Accordingly, so long as Xxxxxxxx is in possession of material inside
information about AcuNetx or its business or prospects, Xxxxxxxx will refrain
from purchasing or selling securities of the Company, or derivatives thereof,
and shall take steps to prevent others within his influence or control who have
had access to such non-public information from purchasing or selling securities
of the Company, until such time as the information is publicly disclosed in
periodic filings by AcuNetx with the Securities and Exchange Commission.
5. ATTORNEYS FEES. AcuNetx shall reimburse Xxxxxxxx for reasonable
attorneys' fees incurred by him in the negotiation of this Agreement, up to a
maximum of $16,000.00. One half of such amount ($8,000.00) shall be paid upon
execution hereof and the remainder shall be paid within 60 days of the execution
hereof. In the event of any default under this agreement, the non-defaulting
party shall be entitled to reimbursement for all reasonable costs, expenses and
attorney fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
AcuNetx, Inc.
By: /s/ Xxx Xxxxxxx
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Its: CEO
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OrthoNetx, Inc.
By /s/ Xxxxxxx XxxXxxxxx
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Its: VP Operations
/s/ X. X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx, MD
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