Exhibit 10.14
LINE OF CREDIT AGREEMENT
This Agreement is made and entered into this 6th day of July, 2000, by
and among Worldwide Medical Corporation, a Delaware corporation (the "Company");
Citadel Capital Management Corporation, a Nevada corporation ("Citadel"); and
Xxxxx Xxxxx, an individual ("Osaki").
RECITALS
WHEREAS, the Company currently has certain financial requirements and is
not in a position to obtain additional financing on its own;
WHEREAS, Citadel has agreed to participate in the Company's private
placement of its common stock; and
WHEREAS, Citadel and Osaki, the Executive Managing Director of Citadel,
desire and are able to assist the Company in obtaining the necessary financing
by serving as the Company's guarantors;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants, terms, and conditions hereinafter set forth, and for such other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Establishment of Line of Credit. Citadel shall establish a $250,000
lien of credit for the use and benefit of the Company for a term of not less
than one year and on such other reasonable terms and conditions as are
satisfactory to the Company (the "Line of Credit") promptly upon the execution
of this Agreement. Citadel and Osaki, shall unconditionally guarantee, as
primary obligors, the Line of Credit.
2. Compensation.
2.1 Initial Fee. In consideration of the establishment of the
Line of Credit, the Company shall pay to Citadel a one-time fee of $25,000, to
be paid in restricted shares of common stock of the Company (the "Common
Stock"), to be valued at $.25 per share, no later than 30 days after the
establishment of the Line of Credit.
2.2 After One-Year Period. In the event Citadel and Osaki are
required to remain as guarantors to maintain the Line of Credit for the year
following the establishment of the Line of Credit, Citadel and Osaki shall
continue to provide such guarantees. In consideration thereof, the Company shall
pay to Citadel, no later than 30 days after the beginning of such year, and
continuing on a quarterly basis thereafter, an amount equal to 2.5% of the
average outstanding credit line during the preceding quarter, to be paid in
shares of the Common Stock at a price equal to 80% of the prior month's volume
weighted average stock closing price as calculated from reports generated by
Pink Sheets, LLC. The Company shall continue to pay the compensation under this
Section 2.2 in each year thereafter in which Citadel and Osaki are required and
continue to serve as guarantors on the Line of Credit.
3. Term. This Agreement shall commence as of the date of this Agreement
and terminate upon Citadel and Osaki ceasing to be guarantors of the Line of
Credit; provided, however, that neither Citadel nor Osaki shall cease their
respective status as Guarantors of the Line of Credit until the first
anniversary of this Agreement. Thereafter, each of Citadel and Osaki shall, on
an annual basis, negotiate in good faith with the Company in respect of
continuing their status as Guarantors for such period of time as the parties may
then agree. The
Company shall continue to be obligated to pay the initial fee referred to in
Section 2.1 hereof and the subsequent annual fee referred to in Section 2.2
hereof for any year in which Citadel and Osaki served at any time as guarantors
of the Line of Credit.
4. Change in Company's Management. In the event Xxxxxx Xxxxxxx leaves
his current office as the President of the Company for any reason whatsoever,
Citadel and Osaki shall have the right to suspend all transactions under the
Line of Credit, and withdraw or continue their guarantees on the Line of Credit
upon review of the circumstances at their sole and absolute discretion.
5. Information Regarding Company. Citadel and Osaki acknowledge that all
books, records, and documents of the Company have been available for their
inspection upon reasonable notice for the purpose of ascertaining the Company's
ability to meet its obligations and liabilities under the Line of Credit.
Citadel and Osaki confirm that they have obtained sufficient information, in
their judgment, to evaluate the merits and risks of serving as guarantors on the
Line of Credit.
6. Financial Risk. Citadel and Osaki understand that as guarantors on
the Line of Credit, they will be the primary obligors and not merely sureties on
the obligations and liabilities of the Company under the Line of Credit and they
may be liable to perform any and all such obligations and liabilities.
7. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the transactions contemplated by this
Agreement and supersedes all other agreements or understandings with respect
thereto. This Agreement may be amended in whole or in part, and any rights
hereunder may be waived, only by an agreement in writing, duly and validly
executed in the same manner as this Agreement, or by the party against whom the
waiver would be asserted.
8. Severability. The invalidity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
9. Waiver. Neither the failure nor any delay by any party in exercising
any right, power, or privilege under the Agreement shall operate as a waiver of
such right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege will preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege.
10. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
WORLDWIDE MEDICAL CORPORATION
By: President
CITADEL CAPITAL MANAGEMENT CORPORATION
By:
