PROMISSORY NOTE
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AMENDMENT NO. 1
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This Amendment No. 1 to the Promissory Note entered into on June 23, 2003
(the "Effective Date"), by and between Pacer Health Corporation, a corporation
organized under the laws of the State of Florida (the "Borrower"), with its
principal place of business at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000 and
AAA Medical Group, Inc. a Florida corporation (the "Medical Center") is entered
into between the Borrower and the Medical Center.
1. Clause 2 with the heading "Borrower's Promise to Pay" of the
Promissory Note is amended to delete all of Clause 2 and replace it with the
following:
BORROWER'S PROMISE TO PAY;
In return for Closing under that certain Asset
Purchase Agreement dated April 14, 2003 between Borrower
and Lender, Borrower promises to pay the principal sum of
EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS (U.S.
$800,000.00) (the "Note Amount"), to the order of Lender.
Interest will be charged on unpaid principal as of October
15, 2003, at the rate of Twenty percent (20%) per year
until the full amount of principal has been paid.
MANNER OF PAYMENT
(A) TIME/AMOUNT
Borrower shall pay the full Note Amount on or before
October 15, 2003.
(B) PLACE
Payment shall be made at 0000 Xxxx Xxxxxx Xxxxx,
Xxxxx 000, Xxxxx, XX 00000 or at such other place as
Lender may designate in writing by notice to Borrower.
2. The covenants and agreements contained in this amendment will inure
to the benefit of and be binding on the parties and their respective heirs,
executors, administrators, successors and assigns. Purchaser may assign this
amendment. This amendment represents the entire understanding of the parties and
no prior agreements or representations will be binding upon any of the parties
to this amendment unless incorporated in this amendment. No modification or
change in this amendment will be valid or binding upon any of the parties unless
in writing and executed by the parties to be bound thereby. Miami-Dade County,
Florida, will be the only proper venue for any litigation arising out of this
amendment. This amendment may be executed in two counterparts each of which
shall be deemed to be an original and both of which together shall constitute
one and the same instrument. The parties agree that a facsimile signature shall
have the same force and effect as an original signature.
1
BORROWER:
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By:
Title:
MEDICAL CENTER:
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By:
Title:
2
