AMENDMENT TO MODIFIED SETTLEMENT AGREEMENT
This Amendment is entered into on the 26th day of June, 1997 by and
between Westmark Group Holdings, Inc., a Delaware corporation ("WGHI") and
Medical Industries of America, Inc., a Florida corporation ("MIOA"), and is made
with reference to the following:
RECITALS
WHEREAS, WGHI and MIOA entered into a Settlement Agreement ("Agreement")
on the 23rd day of January, 1997 and;
WHEREAS, the parties modified said Settlement Agreement on March 31, 1997
("Modified Settlement Agreement"), and;
WHEREAS, the parties further desire to amend said Modified Settlement
Agreement;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, WGHI and MIOA mutually agree to amend the Modified Settlement
Agreement as follows:
1. Paragraphs 1, 2 and 3 of the aforementioned Modified Settlement
Agreement are hereby deleted in their entirety.
2. DEBT REPAYMENT. WGHI acknowledges an indebtedness to MIOA in the sum of
$1,953,000, less interest in the sum of $47,000 which represents interest
forgiveness for the second quarter, 1997. Said indebtedness shall be satisfied
as follows:
A. WGHI shall execute a Promissory Note in the sum of $1,953,000
together with interest at 10% per annum. WGHI shall pay no
less than $25,000 per month commencing June 30, 1997 and
continuing on the 30th day of each month thereafter until June
30, 2000 at which time the entire balance of unpaid principal
and accrued interest shall be paid in full.
B. MIOA shall be entitled to the first $300,000 received by WGHI
with respect to the receipt of additional capitalization by
WGHI in the minimum amount of $300,000 and maximum amount of
$1.5 million. In the event of the receipt of additional
capitalization by WGHI in excess of $1.5 million, MIOA shall
be entitled to receive the first $500,000 of additional
capitalization above $1.5 million.
C. MIOA shall be entitled to 50% of any additional capitalization
received by WGHI in excess of $3 million until said
indebtedness shall have been paid in full.
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D. MIOA shall also be entitled to 15% of the net cash flow of
WGHI in excess of operating expenses and settlement payments
on a consolidated basis during the calendar year 1997 and 20%
of said net cash flow in the calendar year 1998.
E. In the event WGHI shall sell either Westmark Mortgage
Corporation or Green World Technologies, Inc., wholly owned
subsidiaries of WGHI, or in the alternative event of a
"spin-off" of either subsidiary, MIOA shall be entitled to
receive and WGHI agrees to pay to MIOA 50% of the cash
proceeds received by WGHI resulting from a sale or "spin-off."
3. CLOSING DATE. For the purpose of this Agreement, the closing date shall
be June 30, 1997.
4. ANTI-DILUTION AND DEFAULT. WGHI and MIOA mutually covenant and agree
that Paragraph 1.6 of the Stock Purchase Agreement entered into by and between
the parties on November 21, 1995 as amended, is hereby deleted and terminated in
its entirety and shall be of no further force or effect. In the event of any
default with regard to the terms and conditions of the aforementioned Promissory
Note, WGHI shall issue to MIOA, shares of common stock of WGHI with a value
equivalent to the unpaid balance of principal and accrued interest pursuant to
said Promissory Note. The unpaid indebtedness as hereinabove set forth shall
also be secured by the preferred shares of MIOA stock owned by WGHI. In the
event of default as hereinabove setforth, said preferred shares shall be
assigned, transferred and conveyed to MIOA and WGHI shall have no further rights
to conversion.
5. MIOA shall have demand registration rights with respect to the WGHI
shares of common stock owned by MIOA. Said demand registration rights shall be
incorporated in a separate agreement between WGHI and MIOA.
6. After satisfaction of the indebtedness referred to herein above, MIOA
shall repurchase the shares of MIOA preferred and common stock owned by WGHI and
WGHI shall repurchase the shares of WGHI preferred and common stock owned by
MIOA. The purchase price for the preferred shares shall be the stated value and
the purchase price for the common shares shall be the closing bid price on the
day prior to the repurchase.
7. Except as hereinabove amended, said Modified Settlement Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Modification as of the
date first stated above.
WESTMARK GROUP HOLDINGS, INC. MEDICAL INDUSTRIES OF AMERICA
By:_________________________ By:_________________________________
Its:________________________ Its:________________________________
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