Exhibit 10.21
AMENDMENT TO ROYALTY AGREEMENT
Amendment, dated as of November 16, 2004 (this "Amendment"), to the Royalty
Agreement, dated August 25, 2003, between Xx. Xxxxxxxxx Xxxxxx and MedStrong
International Corporation (the "Royalty Agreement").
WHEREAS, the parties to the Royalty Agreement are in agreement to terminate the
Royalty Agreement; and
WHEREAS, MedStrong has agreed to issue to Xxxxxx MedStrong's Promissory Note due
December 31, 2005, in the principal amount of $50,000, and bearing interest at
the rate of 20% per annum, in the form attached hereto (the "Promissory Note"),
and to issue Xxxxxx 100,000 shares of Medstrong common stock (the "Shares");
NOW, THEREFORE, in consideration of Durbak's termination of the Royalty
Agreement, and Medstrong's issuance to Xxxxxx of the Promissory Note and the
Shares, the parties hereto hereby agree as follows:
1. Medstrong and Xxxxxx agree that the Royalty Agreement is hereby
terminated as of November 15, 2004, and that Medstrong shall have no further
obligations thereunder.
2. Medstrong agrees to issue the Note and Shares to Xxxxxx
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first above written.
MedStrong International Corporation
By: /s/ Xxxxxxx Xxxx
Accepted:
/s/ Xxxxxxxxx Xxxxxx
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Print Name
Address
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ATTACHMENT
MEDSTRONG INTERNATIONAL CORPORATION
PROMISSORY NOTE
$50,000 November 15, 2004
FOR VALUE RECEIVED, MEDSTRONG INTERNATIONAL CORPORATION, a Delaware corporation
(hereinafter called "Borrower" or the "Company"), hereby promises to pay to
Xxxxxxxxx Xxxxxx ("Holder"), or order, the sum of Fifty Thousand ($50,000)
Dollars, with interest accruing at the annual rate of Twenty (20.0%) percent, on
December 31, 2005 (the "Maturity Date"), or as such date may be extended by
agreement of the parties hereto.
The following terms shall apply to this Note:
ARTICLE I
PAYMENT RELATED PROVISIONS
1.1 Payment Grace Period. The Borrower shall have a ten (10) day grace
period to pay any monetary amounts due under this Note, after which grace period
a default interest rate of twenty-five (25.0%) percent per annum shall apply to
the amounts owed hereunder calculated from the date of the default. In no event
shall the rate of interest calculated hereunder exceed the maximum amount
allowed by law and automatically shall be reduced to such maximum amount.
1.2 Interest Payments. Borrower shall pay interest on the outstanding
principal amount of this Note on the Maturity Date.
ARTICLE II
EVENTS OF DEFAULT
The occurrence of any of the following events of default (each, an "Event of
Default") shall, at the option of the Holder hereof, make all sums or principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, all without demand, presentment or
notice, or grace period, all of which hereby are expressly waived, except as set
forth below:
2.1 Failure to Pay Principal or Interest. The Borrower fails to pay any
installment of principal or interest hereon when due and such failure continues
for a period of ten (10) days.
2.2 Breach of Covenant. The Borrower breaches any covenant or other term
or condition of this Note and such breach continues for a period of ten (10)
days after written notice to the Borrower from the Holder.
2.3 Receiver or Trustee. The Borrower shall make an assignment for the
benefit of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.
2.4 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower.
ARTICLE III
MISCELLANEOUS
3.1 Failure or Indulgency Not Waiver. No failure or delay on the part of
Holder hereof in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or the
exercise of any other right, power or privilege. All rights and remedies
existing hereunder are cumulative to, and not exclusive of, any rights or
remedies otherwise available.
3.2 Notices. Any notice herein required or permitted to be given shall be
in writing and may be personally served and shall be deemed to be delivered upon
receipt or if sent by United States mail, three (3) days after being deposited
in the United States mail, certified, with postage pre-paid and properly
addressed, or if sent by fax transmission (with the original sent by certified
or registered mail or by overnight courier) and shall be deemed to have been
delivered on the day telecopied. For the purposes hereof, the addresses and fax
numbers of the Holder and the Borrower are as set forth on the signature page
hereof. Both Holder and Borrower may change the address and fax number for
service by service of written or fax notice to the other as herein provided.
3.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.
3.4 Assignability. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.
3.5 Cost of Collection. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof costs of collection, including attorneys'
fees.
3.6 Governing Law. This Note has been executed in and shall be governed by
the internal laws of the State of New York, without regard to the principles of
conflict of laws.
IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by
its Chief Executive Officer as of the 15th day of November, 2004.
MEDSTRONG INTERNATIONAL CORPORATION
By:________________________________
Name:
Title:
Address for Notices to Borrower:
Fax: _____________________
Address for Notices to Holder:
Fax: ___________
