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EXHIBIT 10.12
AMENDMENT
This Amendment dated July 14th, 1999 to the 10% Convertible Note and
Note Purchase Agreement (collectively the "Note") by and between Xxxx Xxxxxx
Direct, Inc. (the "Company") and Xx. Xxx Xxxxx (the "Holder") and guaranteed by
Xx. X.X. Xxxxxxxxx, President of the Company (the "Guarantor").
WHEREAS, the parties to this Amendment executed a 10% Convertible Note
and Note Purchase Agreement dated June 7, 1999 for $75,000; and
WHEREAS, the Company was in default under the Note as of July 6, 1999;
and
WHEREAS, this Amendment is to confirm the receipt of $6,250 by
California counsel for the Holder and acceptance by the Holder of the $6,250 as
payment for the extension of the Maturity Date as through Wednesday, July 21,
1999.
NOW, THEREFORE, in consideration of the extension through July 21,
1999, the parties agree to the following terms:
1. The Company shall issue the Holder 10,000 shares of Common Stock of
the Company within three (3) business days of the execution of this Amendment.
2. If the full amount due under the Note, $75,000, or a payment
pursuant to paragraph 7(b) of the Note of $12,500 to extend the Maturity Date
thirty (30) days is not received via wire transfer in the trust account for the
Holder's California counsel, Xxxx Xxxxxx, on or before July 21, 1999 at the
close of business, the Company will be in default under the Note and the Holder
will be forced to pursue the remedies to which he is entitled under the Note
including the institution of an action against you as the guarantor of the Note.
3. Should the Company extend the Maturity Date for an additional 30
days, notwithstanding the payment of $12,500 required for extension under the
Note, the Company shall additionally issue to Holder another 10,000 shares of
Common Stock of the Company in consideration of the 30 day extension within 3
business days from the date of extension.
4. Any and all filings required under the reporting provisions of the
Securities Exchange Act of 1934 shall be filed by the Company with the
Securities and Exchange Commission on or before August 1, 1999, or the Company
will be in default under the Note for breach of the Company's representation
contained in paragraph 3.1(g) of the Note Purchase Agreement.
5. All expenses and costs incurred in connection with this extension
shall be paid by the Company, which expenses aggregate $580.00 to date, and are
payable upon execution of this Amendment to Xxxxxxxxx, Xxxxxx & Xxxxxx.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
XXXX XXXXXX DIRECT, INC.
By: /s/ X.X. Xxxxxxxxx
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X. X. Xxxxxxxxx, President
XXX XXXXX
/s/ Xxx Xxxxx
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