[DESCRIPTION] LETTER AGREEMENT WITH RETIREMENT CARE ASSOCIATES, INC.
RETIREMENT CARE ASSOCIATES, INC.
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August 22, 1996
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Contour Medical, Inc.
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Dear ▇▇▇:
This letter agreement (the "Letter Agreement") confirms the
understandings and agreements by and between RETIREMENT CARE ASSOCIATES,
INC., a Colorado corporation (the "Company"), and CONTOUR MEDICAL, INC., a
Nevada corporation ("Contour"), in connection with the making and receiving
of Loans (as hereinafter defined) by the Company and Contour from time to
time. This Letter Agreement is, and is intended by the Company and Contour
to be, a binding agreement between the Company and Contour, and each of the
parties shall be liable to the other party hereto if it fails in the
performance or non-performance of any term or condition set forth herein.
1. The Company and Contour each agree that any sums advanced by
either party hereto to the other party hereto from and after the date
hereof (each such advance hereinafter referred to as a "Loan") shall be
governed by and enforced in accordance with the terms and conditions of
this Letter Agreement.
2. Subject to the terms and conditions set forth in this Letter
Agreement, the Company and Contour each agree that any Loan made by either
party hereto to the other party hereto shall contain the following terms:
(a) the proceeds of the Loan shall bear interest at the Prime Interest Rate
(as hereinafter defined) in effect as of the date of the advance of the
proceeds of such Loan; (b) all amounts of principal and accrued but unpaid
interest under the Loan shall be due and payable in full no later than
forty-five (45) days following the date of such Loan; and (c) such other
terms and conditions as may be mutually agreed to by the parties hereto at
the time such Loan is made. for purposes of this Letter Agreement, the
term "Prime Interest Rate" shall mean the annualized base rate of interest
from time to time charged on corporate loans by the United States' 30
largest lending institutions, as such rate is reported in the "Money Rates"
section of The Wall Street Journal (Eastern Edition).
3. The covenants contained herein shall bind, and the benefits
hereof shall inure to the benefit of, the respective successors and assigns
of the parties hereto.
4. This Letter Agreement contains the entire agreement between the
parties hereto relating to the matters provided herein, and no
representations, promises or agreements, oral or otherwise, not expressly
contained or incorporated by reference herein shall be binding on either
party hereto. The provisions of this Letter Agreement are severable and
the invalidity of one or more of the provisions hereof shall not have any
effect upon the validity or enforceability of any other provision hereof.
5. This Letter Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Georgia, without
giving effect to any principles of conflict of laws.
6. This Letter Agreement may be examined in one or more
counterparts, each of which shall be deemed an original and both of which
together shall constitute one and the same agreement.
Please confirm Contour's acceptance of and agreement to the foregoing
terms and conditions by executing and returning to the Company the enclosed
copy of this Letter Agreement.
Sincerely,
RETIREMENT CARE ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Treasurer
AGREED TO AND ACCEPTED:
CONTOUR MEDICAL, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Chairman of the Board
