Exhibit 10.23
ALTA PETROLEUM, INC.
000 XXXXX XXXX XX., XXXXX 000
XXXXXX XXXXXXXX 00000-5115
June 10, 1997
Delivered
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PERSONAL AND CONFIDENTIAL
Java Centrale, Inc.
0000 Xxxxx Xxx, Xxxxx 000
Xxxxxxxxxx, XX. 95815
Attention: Xx Xxxxxxx X. Xxxxxxx
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Dear Xx. Xxxxxxx:
RE: ADDITIONAL BRIDGE LOAN ADVANCE
We refer to our existing Bridge Loan Agreement dated January 29, 1997 and
amended April 4, 1997(the "Original Loan Agreement") and your short term cash
requirements. We are prepared to advance an additional One Hundred Fifty
Thousand (U.S. $150,000.00) Dollars on April 10, 1997 on the same terms and
conditions as the Original Loan Agreement, excepting only the following
clauses which shall replace the "Term", "Repayment" and "Security" clauses of
the Original Loan Agreement and shall included the "Warrants" clause.
TERM: Sixty (60) days - the due dated of the January 29, 1997
advance, the April 4, 1997 advance and the current advance,
together with interest thereon and Xxxxxxx earned (the
"Advances") shall be August 10, 1997. In consideration of the
extension of the due date of January 29, 1997 advance and the
April 4, 1997 advance, the Company agrees that interest on these
two advances shall be calculated at the default rate equal to
Sixteen (16%) Percent per annum.
REPAYMENT: Principal and accrued interest on the advances may be repaid
at any time and shall be repaid in full out of proceeds of any
refinancing of greater the Five Hundred Thousand ($500,000)
Dollars or sale of any of the assets of the Company or its
subsidiary, concluded by the Company during the Term.
Exhibit 10.23
June 10, 1997
Page: 2
SECURITY: The Company will grant in our favour a pledge of One Hundred
(100%) percent of the issued and outstanding shares of
Paradise Bakery, Inc. together with a U.C.C. filing against
all of the assets of Paradise Bakery, Inc. to secure the
Advances.
WARRANTS: We shall earn on funding warrants to purchase One Hundred
Fifty Thousand (150,000) common shares of the Company at
$.25 per share exercisable to Two (2) years from the date
hereof.
The Company hereby acknowledges that the aggregate amount owing under the
Advances is Five Hundred Seventy-Five Thousand ($575,000.00) Dollars.
We trust that the foregoing is in accord with our discussions and if so you
should sign and return one copy of this letter.
ALTA PETROLEUM, INC.
/s/
Xxxx X. Xxxxxxx
Vice President
RDS/pm
encl.
ACKNOWLEDGED AND AGREED TO THIS
10 DAY OF JUNE, 1997
JAVA CENTRALE, INC.
Per: /s/
Xxxxxxx X. Xxxxxxx
Chairman
Exhibit 10.23
PROMISSARY NOTE
$150,000 June 10, 1997
U.S. Dollars
FOR VALUE RECEIVED the undersigned, JAVA CENTRALE, INC., promises to pay
to or to the order of ALTA PERTROLEUM, INC. at DENVER, COLORADO, on or before
the 10th day of August 1997, the sum of ONE HUNDRED FIFTY THOUSAND ($150,000)
DOLLARS, UNITED STATES FUNDS, together with interest thereon at an annual
rate of FOUTEEN (14%) Percent payable monthly until August 10, 1997 and
thereafter at an annual rate equal to SIXTEEN (16%) Percent, payable monthly.
The undersigned hereby waives presentment for payment, notice of protest
and notice of nonpayment. No time given to or security taken from or
composition or arrangements entered into with any party hereto shall
prejudice the rights of the holder to proceed against any other party.
JAVA CENTRALE, INC.
Per: /s/
Xxxxxxx X. Xxxxxxx, Chairman
