EXHIBIT 4.25
Saliva Diagnostic Systems, Inc.
00000 XX 00xx Xx.
Xxxxxxxxx, XX 00000
April 23, 1999
Xxxxxx Xxxxxx
International Securities Corp.
000 Xxxxxxx Xxx., Xxxxx 000
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxx
This letter will confirm SDS' agreement to modify the terms of the payment by
you and your group of the last tranche of funding for the Series B Preferred
Stock. We have agreed your $500,000 will be wired to SDS' account as follows:
1. $200,000 will be wired immediately, or no later than Monday, April 24,
1999.
2. The $200,000 payment shall be earmarked for payment of costs needed to file
the company's 10-K and follow-on pending registration statements due for
filing for the common stock associated with your investment and the common
stock to be issued to Xxx Xxxxx in connection with his settlement agreement
with the company. Specifically, $30,000 each will be paid to the
accountants and attorneys. Up to $90,000 will be paid to current accounts
payable. Finally, $50,000 will be used exclusively for marketing and sales
activities.
3. Upon completion of the Xxx Xxxxx settlement and the filing by Xxxxx of the
requisite documentation to effect satisfaction of judgment against the
company and dismissal of all judicial proceedings against the company, you
will wire transfer the balance due, i.e. net proceeds of $270,000.
4. In connection with ongoing business operations, the company agrees that the
net proceeds of this tranche of financing will be used for payment of
obligations incurred in the ordinary course of business on a going forward
basis. In the absence of any additional capital raised in excess of the
current payment by you, management agrees that accrued fee obligations due
management shall be repaid only after the company has achieved $3MM in
annualized sales and then only 50% of any operating profit shall be
available to repay accrued obligations to management. Once the company has
achieved $5MM or more in annualized sales, any constraint on payment of
accrued obligations to management shall terminate. Management shall be
fairly compensated with options to company stock for the agreement to
commitments to defer fees due them.
Nothing in this letter is intended to otherwise amend or modify the terms and
conditions of the Series B Preferred Stock purchase and registration rights
agreement between us.
With kindest regards,
Saliva Diagnostic Systems, Inc.
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Executive Vice President
General Manager
Accepted and agreed:
Biscount Overseas Limited
By: Xxxxx Trading, Inc.
By: /s/ Xxxxxx Xxxxxx
