EXHIBIT 10(L)
AIM GROUP, INC.
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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
March 24, 1998
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Second Amendment to Series A 3.5% Convertible
Note of Aim Group, Inc.
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Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter agreement provides for an amendment to the Series A 3.5%
Convertible Note (the "Note") issued to you by AIM Group, Inc. (the "Company")
in the principal amount of $300,000.00 on May 20, 1997, as amended on May 20,
1997. The Board of Directors of the Company has approved the changes in the
terms of the Note set forth below and, upon acceptance by you in the space set
forth below, the Note will be deemed to be amended to give effect to such
changes, subject to the approval of the Vancouver Stock Exchange. Defined
terms set forth below have the same meaning as prescribed in the Note unless
the context otherwise requires.
The Note is amended as follows:
1. MATURITY. The Maturity Date of the Note is extended to be December 31,
1998.
2. INTEREST RATE. The annual interest rate of the Note will remain at 10%,
payable quarterly in arrears at the beginning of each calendar quarter.
3. THE CONVERSION PRICE. The conversion provisions of the Note will remain
at a Conversion Price of $.70 per share, convertible with the same terms of
the Note as amended.
4. TIME OF CONVERSION. Noteholders may not convert their notes prior to
August 1, 1998. After the closing of the Company's proposed equity offering in
the minimum amount of $2,000,000 in mid-1998, there will be a mandatory
conversion if the closing bid price of the Company's common stock on the
Vancouver Stock Exchange averages in excess of $1.50 for a ninety (90) day
period.
5. LOCK-UP. The Noteholders agree that they will not sell any shares
received upon conversion of the Notes for 240 days following the closing of a
contemplated underwritten best efforts public offering, provided, however,
that the Noteholders may sell up to 300,000 common shares in accordance with
the attached Schedule A, during the period from 120 days to 240 days after the
closing. Management (other than Northern Federal Minerals LLC (Arena) and ▇▇.
▇▇▇▇▇▇▇▇, which may sell on the same basis as the other Noteholders),
including any officers, directors or ten percent (10%) shareholders, will not
sell any shares until 330 days after the closing of the offering. All parties
agree that any sale of shares are subject to the appropriate Rule 144 and 145
restrictions, if any.
6. EFFECT OF AMENDMENT. Except as amended hereby, and by the amendment of
May 20, 1997, the Note will remain in full force and effect.
Sincerely yours,
AIM GROUP, INC.
By: /s/▇▇▇▇ ▇. ARENA
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▇▇▇▇ ▇. Arena
Chairman of the Board and
Chief Executive Officer
Accepted on this
24th day of March, 1998
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By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SCHEDULE "A"
Of the Second Amendment to the:
Series A 3.5% Convertible
Note of AIM Group, Inc.
Noteholder Principal Amount Shares Cv @ $.70 (*)
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▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ $300,000 428,571 85,714
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ $300,000 428,571 85,714
Northern Federal Minerals, LLC $450,000 642,857 128,571
(*) Number of pro-rata allowable shares that can be sold by noteholder
during the period as described in Paragraph 5 of the Second Amendment.
