EXHIBIT 10(M)
AIM GROUP, INC.
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November 13, 1998
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Third Amendment to Series A Convertible
Note of AIM Group, Inc.
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Dear ▇▇. ▇▇▇▇▇▇▇▇:
This letter agreement provides for an amendment to the Series A
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 and March 24, 1998. 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 June 30, 1999.
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 $2.10 per share (adjusted for one for three reverse
stock split), convertible with the same terms of the Note as amended.
4. TIME OF CONVERSION. a) Noteholders may at anytime convert their Notes
subject to the terms set forth in the opinion letter of AIM's counsel dated
November 2, 1998. except as otherwise provided in Paragraph 5 of this
agreement.
b) After the closing of the Company's proposed equity offering(s) in the
minimum amount of $2,000,000, 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 $4.50 per share for a ninety (90) day period
and maintains an average daily trading volume of 6,000 shares for the same
ninety (90) day period.
5. LOCK-UP. a) If the Noteholders are advised in writing of the closing of
one or more contemplated private placements (the "Financing") with a
cumulative total in excess of $2,000,000, the Noteholders will refrain from
selling any shares received upon conversion of the Notes for 240 days
following the first subscription of the Financing, provided, however, that the
Noteholders may sell up to 100,000 common shares in accordance with the
attached Schedule A, during the period from 120 days to 240 days following the
first subscription of the Financing.
b) 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 Financing. All parties
agree that any sale of shares will be subject to Rule 144 under the Securities
Act of 1933.
6. EFFECT OF AMENDMENT. Except as amended hereby, and by the amendments of
May 20, 1997 and March 24, 1998, the terms of the Note, attached hereto, 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
15th day of November, 1998
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By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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SCHEDULE "A"
Of the Third Amendment to the:
Series A Convertible
Notes of AIM Group, Inc.
Noteholder Principal Amount Shares Cv @ $.70 (*)
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▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ $300,000 142,857 28,572
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ $300,000 142,857 28,572
Northern Federal Minerals, LLC $450,000 214,286 42,856
Adjusted for one for three reverse stock split
(*) Number of pro-rata allowable shares that can be sold by Noteholder
during the period as described in Paragraph 5 of the Second Amendment.
