Exhibit 10.8
CREDIT LINE AND NOTE EXTENSION AGREEMENT
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AGREEMENT made as of the 27th day of December 2005 by and between J. Adam
Holdings, Inc. and SK Realty Ventures, Inc. ("Borrower" or the "Company"), a
Nevada corporation with an office address of 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxx Xxxx 00000 and Triple J Associates ("Lender") with an address of
000 Xxx Xxxxxx, Xxxx Xxxxxxxxx, XX 00000.
W I T N E S S E T H
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WHEREAS, the Borrower and Lender are parties to a Credit Line Agreement
dated May 1, 2004 in the amount of One Hundred Thousand Dollars ($100,000);
WHEREAS, the Parties desire to extend the Credit Line for an additional
one year period and two (2) optional one(1) year extensions.
NOW, THEREFORE, the parties hereto, in exchange for the mutual covenants
herein contained and intending to be legally bound hereby agree as follows:
1. Note Extension and Options. The Note shall be extended for an
additional one (1) year period commencing on January 1, 2006. In addition, the
Note may be extended at the option of the parties for two (2) additional one (1)
year periods.
2. Further Assurances. The parties hereto agree from time to time as may
be reasonably required, to execute, verify, acknowledge and deliver Such
documents, and each party agrees to take Such other action, as may be reasonably
necessary or appropriate to carry Out and effectuate the transactions provided
for herein.
3. Binding Effect; Benefit. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and to their respective Successors,
assigns, heirs, distributees and legal representatives.
4. Arbitration. Any dispute or controversy arising out of or in connection
with this Agreement, including any alleged breach hereof, shall be settled and
determined exclusively by an arbitration held in New York County, New York,
conducted in accordance with the rules of the American Arbitration Association
then obtaining. Any award or decision rendered therein shall be in writing and
shall be binding upon the parties hereto, with the legal fees of the Successful
party to be borne by the unsuccessful party, or otherwise as the arbitrators may
determine fair and reasonable. Such decision maybe entered in any Court of
competent jurisdiction thereover.
5. Governing Law; Consent to Jurisdiction. Subject to the terms of the
Section above, this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its conflicts of laws
principles. Purchaser irrevocably and unconditionally (a) agrees that any suit,
action or other legal proceeding (subject to the arbitration provisions of
Section 10 above) may be brought in the Courts of record of the State of New
York, situated in New York County, or in the Courts of the United States,
Southern District of New York; (b) agrees that Such courts shall have personal
jurisdiction over each of the signatories hereto in Such Suit, action or other
legal proceeding (to the extent permitted hereunder); and (c) waives any
objection that he may have to the laying of venue of any such Suit, action or
proceeding in any Of such courts, and agrees to waive any claim that any of such
courts constitutes a forum non conveniens. Each of the parties hereto agrees
that in the event of any litigation or arbitration arising herefrom or in
connection herewith, service of any process therein may be duly effected by
sending the same, properly addressed, postage prepaid, sent via certified or
registered United States Mail, return receipt requested, to the intended
recipient at his, her or its address for receipt of notices in accordance with
Section 12 above, along with Such Copies thereof as may be required by Such
Section 12.
6. Severability . In the event that any provision of this Agreement, or
the application thereof to am, person, entity or circumstance, shall be
determined to be invalid or unenforceable, the remaining provisions of this
Agreement or tile application Of Such provision to persons, entities or
circumstances other than those to which its application is deemed invalid or
unenforceable, shall remain in full force and effect in accordance with the
terms hereof.
7. Amendment; Modification and Waiver. This Agreement shall neither be
amended nor modified in any respect, and none of the provisions hereof shall be
waived, except by an instrument in writing signed by the parties hereto, making
reference to this Agreement and setting forth tile agreed amendment,
modification or waiver. In the event of a waiver, though, such writing need
on]\, be executed by the party against whom enforcement of such waiver is
sought.
8. Complete Agreement. This Agreement represents the complete agreement
and understanding of the parties hereto with respect to the subject matter
hereof, merging and superseding only the maturity date with this extension and
any options thereto. All other terms and conditions remain in full force and
effect.
9. Section Headings. Section headings have been inserted herein solely for
convenience of reference and do not form a substantive part of this Agreement,
nor shall they be accorded any weight in the interpretation hereof.
10. Counterparts . This Payment Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement, as of
the date and year first above written.
J. Adam Holdings, Inc..
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
SK Realty Ventures, Inc.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx President
Triple J Associates
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
