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Exhibit 10.5
CHANGE IN TERMS AGREEMENT
Principal Loan Date Maturity Loan No. Officer
$250,000.00 06-09-2009 06-09-2010 93061000 RK
References in the boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing ''' has been omitted due to text length limitations.
Borrower: Amexdrug Corporation; Dermagen, Inc.; Biorx Pharmaceuticals, Inc.;
Royal Health Care, Inc.; and Allied Med Inc.
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Lender: National Bank of California
Corporate Banking Department
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Principal Amount: $250,000.00 Date of Agreement: June 9, 2009
DESCRIPTION OF EXISTING INDEBTEDNESS: The Promissory Note and Business Loan
Agreement dated June 23, 2008 and subsequent Change In Terms Agreement dated
March 3, 2009 in the amount of $150,000.00.
DESCRIPTION OF CHANGE IN TERMS: The Maturity of the Note is hereby extended from
June 9, 2009 to June 9, 2010.
The Principal Amount of the Note is hereby increased from $150,000.00 to
$250,000.00.
The interest rate floor on the Note is hereby increased from 6.000% to 7.000%.
The "AFFIRMATIVE CONVENANTS" section of the Business Loan Agreement Is hereby
amended as follows:
Interim Statements. As soon as available, but in no event later than 45 days
after the end of each fiscal quarter, Borrower's balance sheet and profit and
loss statement for the period ended, prepared by Borrower.
Tangible Net Worth Requirements: Borrower's Net Worth shall increase on a
semi-annual basis,
Concurrently herewith a Subordination Agreement shall be executed by Borrower
and ▇▇▇▇ ▇. ▇▇▇▇ as Creditor, as a condition of the Change in Terms.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms
,of the original obligation or obligations, including all agreements evidenced
or securing the obligation(s), remain unchanged and In full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). it is the intention of Lender to retain as liable parties
all makers or endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. if any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
Initial extension, modification or release, but also to all such subsequent
actions.
PRIOR TO SIGNING THIS AGREEMENT, BORROWERS READ AND UNDERSTOOD ALL PROVISIONS OF
THIS AGREEMENT. BORROWERS AGREES TO THE TERMS OF THE AGREEMENT.
BORROWER:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, President/Secreatury of Amexdrug
Corporation
AMEXORUG CORPORATION
DERMAGEN, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, President/Secreatury of Dermagen,
Inc.
BIORX PHARAMACEUTICALS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, President/Secreatury of Biorx
Pharamaceuticals, Inc.
ROYAL HEALTH CARE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, President/Secreatury of Royal
Health Care, Inc.
ALLIED MED INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, President/Secreatury of Allied
Med Inc.
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CHANGE IN TERMS AGREEMENT
Loan No: 930610000 (Continued) Page 2
PRIOR TO SIGNING THIS AGREEMENT, GUARANTORS READ AND UNDERSTOOD ALL PROVISIONS
OF THIS AGREEMENT. GUARANTORS AGREES TO THE TERMS OF THE AGREEMENT.
GUARANTOR:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇, Individually
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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