DEED OF LOAN
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This deed is made the 30th day of January 1998
BETWEEN Commercial Nominees of Australia Ltd of:
Xxxxx 0 000-000 Xxxxxx Xxxxxx
XXXXXX, XXX, XXXXXXXXX
("the Lender")
AND Optical Concepts of America Inc. of:
0000 Xxxxxxxxx 00xx Xxxxxx
XXXXXXX, XXXXXXX, XXX
("the Borrower")
AND Xxx X. Xxxxxx of:
0000 Xxxxxxxxx 00xx Xxxxxx
XXXXXXX, XXXXXXX, XXX
("the Guarantor")
WHEREAS (a) The Borrower sought a loan facility to be made
available to it.
(b) The lender in its capacity as representative of
National Mutual Trustees Limited as Custodian of the
Freedom of Choice Masterfund has advanced to the
Borrower the Principle Sum on the terms and
conditions contained in this Deed.
(c) The Guarantor has agreed to guarantee the repayment
of any amounts due by the Borrower to the Lender
under this Deed.
NOW THIS WITNESSETH AND IT IS HEREBY AGREED AS FOLLOWS.
1. INTERPRETATlON
"Principal Sum" means two hundred and fifty thousand US Dollars (US$250,000).
"Interest Rate" means eight per cent (8%) per annum.
"Date of Advance" means the 30th January, 1998.
2. INTEREST
The borrower shall pay to the Lender interest calculated at the Interest Rate on
the Principle Sum computed from the Date of Advance to the date of repayment
pursuant to clause 3 below.
3. REPAYMENT
Interest calculated in accordance until clause 2 above..
The Principle Sum together with any outstanding interest calculated in
accordance with clause 2 above will become payable no later than July 30, 1998.
4. DEFAULT
In the event of non repayment of monies called in by the Lender, interest at the
Interest Rate plus a penalty rate of five per cent (5%) per annum, will accrue
on the total amount payable and will be charged monthly for interest calculation
purposes for so long as the amounts owing to the Lender remain unpaid.
5. GUARANTEE
The Guarantor unconditionally and irrevocably guarantees payment to the Lender
of any amounts due by the Borrower to the Lender under this deed.
The Guarantor waives any right he has of first requiring the Lender to procede
against or enforce any claim against the Borrower before claiming from the
Guarantor under this Guarantee and Indemnity.
6. NOTICES
Any notice required or permitted to be given hereunder shall be in writing and
to the parties as follows.
The Lender
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Mr. Xxxxxxx Xxxx
Level 1 000-000 Xxxxxx Xxxxxx
XXXXXX, XXX, XXXXXXXXX
The Borrower and Guarantor
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Xx. Xxx Xxxxxx
0000 Xxxxxxxxx 00xx Xxxxxx
XXXXXXX, XXXXXXX, XXX
Notices shall be deemed to have been given and received upon receipt if
personally delivered or 2 days after posting if sent by mail.
7. LAW AND JURISDICTION
This Deed shall be governed by and constructed in accordance with the laws of
the State of NSW, Australia.
THE COMMON SEAL OF COMMERCIAL )
NOMINEES OF AUSTRALIA LIMITED ) ---------------------
Was hereunto affixed in accordance with its )
Articles of Association ) ---------------------
SIGNED FOR AND ON BEHALF OF THE LENDER ---------------------
In the presence of ---------------------
SIGNED FOR AND ON BEHALF OF THE GUARANTOR ---------------------
In the presence of ---------------------
