LOAN AGREEMENT
THIS AGREEMENT is made this 13th day of August, 1997, by and between
Bioxide Corporation, a Utah corporation ("Bioxide") and IMG, L.C., a Utah
limited liability company ("IMG").
WHEREAS, Bioxide is owed $25,000 by M.K. Financial and $25,000 by Rocky
Mountain Associates (collectively referred to as "Receivables") and;
WHEREAS, Bioxide desires to have additional funding for its operations
and to collect its Receivables; and
WHEREAS, IMG is willing to purchase the Receivables and give Bioxide a
line of credit for $200,000.
NOW THEREFORE, the parties hereto agree as follows:
1. Receivables. IMG will purchase the Receivables from Bioxide for
$50,000 cash. Such purchase shall be without recourse.
2. Credit Line. IMG will provide a credit line to Bioxide for up to
$200,000 for a period ending on February 15, 1998 at an interest rate of 10% per
annum. Bioxide may draw upon this credit line by giving notice to IMG at least
three (3) business days in advance. Draws will be in increments of $5,000 and
will be represented by promissory notes (a "Note") in customary bank form. All
Notes will be due and payable on February 15, 1998.
3. Conversion of Debt. If Bioxide does not repay any Note on or before
its due date, then IMG may convert the unpaid debt into common shares of Bioxide
at the rate of $1.00 per share.
4. Closing. The Closing of the transactions contemplated by this
Agreement will occur on September 15, 1997 at 10:00 a.m., at Bioxide's offices
in Bountiful, Utah. At the Closing, Bioxide will deliver to IMG original copies
of documents evidencing the Receivables and one or more Notes evidencing loans.
IMG will deliver to Bioxide $50,000 cash plus cash equal to the face amounts of
the Notes.
5. Investment Representation. If IMG obtains common shares of Bioxide
as contemplated by paragraph 3 above, IMG will hold such shares for investment
purposes only and not with a view to any distribution thereof. Bioxide may
imprint a restrictive legend on the certificates representing such shares and
issue appropriate stop transfer instructions with the transfer agent.
6. Miscellaneous.
(a) This Agreement (including the documents referred to
herein) constitutes the entire agreement among the parties and supersedes any
prior understandings, agreements, or representations by or among the parties.
(b) This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.
Neither party may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party.
(c) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(d) The paragraph headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(e) All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given when actually
received, if personally delivered or sent by U.S. mail, postage pre-paid and
return receipt requested, and addressed to the intended recipient as set forth
below:
If to Bioxide: 000 Xxxxx 000 Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Attn: Xxxx Xxxxxx
Fax: (000) 000-0000
If to IMG: 000 Xxxxx 000 Xxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxxxx
Fax: (000) 000-0000
(f) This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Utah, without giving effect to
any choice or conflict of law provision or rule.
(g) This Agreement may be amended, extended or modified only
by a writing signed by the parties. No waiver of any default, misrepresentation,
or breach of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.
(h) In the event there is a dispute between the parties, they
hereby consent to the exclusive jurisdiction of the state and federal courts in
Salt Lake or Xxxxx Counties, Utah as the proper forums to resolve the dispute.
Process may be served in the manner provided herein for giving notices. The
court shall have the authority to award attorneys' fees and related costs to the
prevailing party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
IMG, L.C.
By: /s/ Xxxxx X. Xxxxxxx
Its: Manager
Bioxide Corporation
By: /s/ Xxxx X. Xxxxxx
Its: President
