EXHIBIT 7
AMENDING AGREEMENT
THIS AGREEMENT made effective as of the 10th day of September, 2001,
AMONG:
XXXXXX X. XXXXXXXX
(the "Lender")
AND:
YAM WIRELESS INC., a Florida corporation
(the "Borrower")
AND:
COMMERCIAL CONSOLIDATORS CORP., an Alberta company
(the "Guarantor").
WHEREAS:
A. The parties hereto entered into a Loan Agreement dated for
reference June 2, 2001 (the "Loan Agreement").
B. The parties are desirous of amending the Loan Agreement in the
manner detailed herein.
NOW THEREFORE, in consideration of the premises and the covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties covenant
and agree as follows:
1. The Loan Agreement is amended as follows:
(a) The Principal, together with any accrued but unpaid
interest, will become due and payable to the Lender
on:
A. December 31, 2001 (the "Maturity Date").
2. The Corporate Guarantee shall continue in full force and
effect.
3. The Loan Agreement, as amended hereby, shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first written above.
YAM WIRELESS INC.,
a Florida corporation
Per: /s/Authorized Signatory
---------------------------
Authorized Signatory
COMMERCIAL CONSOLIDATORS CORP.,
an Alberta Company
Per: /s/Authorized Signatory
---------------------------
Authorized Signatory
XXXXXX X. XXXXXXXX
Per: /s/Authorized Signatory
---------------------------
Authorized Signatory
PROMISSORY NOTE
USD $400,000.00 June 28, 2001
FOR VALUE RECEIVED, Yam Wireless Inc., a Florida company (the "Borrower"),
promises to pay to the order of Xxxxxx X. Xxxxxxxx (the "Lender") the sum of
FOUR-HUNDRED THOUSAND DOLLARS (USD $400,000.00) of lawful money of the United
States (the "Principal Sum") together with simple interest thereon, as herein
provided.
The Principal Sum shall bear interest at 20% per annum both before and after
each of maturity. default and judgment. Interest shall be payable monthly in
arrears on the last day of each month commencing July 30, 2001 until the
Principal Sum is repaid in full.
The Principal Sum, together with all accrued and unpaid interest, shall become
due and be paid in full on December 31, 2001.
The Lender is granted herein a right of offset, in the event of default of any
of the herein obligations, against any receivables the Borrower may have
outstanding against the Lender.
The Borrower hereby waives the demand and presentment for payment, notice of
non-payment, protest and notice of protest of this Note and agrees to pay and
completely indemnify the Lender for all costs and expenses (including legal fees
and costs) paid or incurred in collecting any monies due thereunder.
Extension of time of payment of all or any part of the amount owing hereunder,
at any time or times, and failure of the Lender to enforce any of their rights
or remedies hereunder, shall not release the Borrower from its obligations
hereunder or constitute a waiver of the rights of the Lender to enforce any
rights and remedies thereafter.
This Note shall be governed by and construed in accordance with the laws of
Florida and the laws of the United States applicable therein.
The Borrower shall have the right to prepay this Note in whole or in part
without penalty.
YAM WIRELESS, INC.
By: /s/Xxxxx Xxxxx
-----------------------
Xxxxx Xxxxx, President
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