PURCHASE OF NOTE AND ASSIGNMENT AGREEMENT
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THIS PURCHASE OF NOTE AND ASSIGNMENT AGREEMENT (the "Agreement") is
given on March 31, 2000, by AMERICAN ACCESS TECHNOLOGIES, INC., a Florida
corporation (the "Assignor"), in favor of McLEAN VENTURES, INC., a Virginia
corporation (the "Assignee").
1. Assignment and Consideration. For valuable consideration, the
Assignor hereby assigns, conveys, endorses, sells and transfers, without
recourse, warranty or representation whatsoever except as expressly provided
herein, to the Assignee, its successors and assigns, all of the Assignor's
right, title and interest in and to a promissory note (the "Note") dated
September 3, 1998 made by Universal Beverages Holdings Corporation, a Florida
corporation ("UBHC") and Universal Beverages, Inc., a Florida company ("UBI")
(UBHC and UBI shall be referred to as "Universal") in favor of American in the
original principal amount of Five Hundred Thousand Dollars ($500,000), plus all
accrued and unpaid interest (the "Loan").
2. Payment Terms. The total purchase price for the Note, including all
late charges and accrued interest, is $575,000. Upon execution of this
Agreement, Assignee will make an initial payment to Assignor of $250,000, in the
form of a check issued by Telcoa International Corp. payable to Assignor. The
remaining balance of $325,000 will be paid on or before October 1, 2000, along
with interest on the unpaid balance at 15% per annum from April 1, 2000 until
paid. This indebtedness shall be evidence by a promissory note, the payment of
which will be guaranteed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
3. Release of Security Interest and Guarantor.
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3.1 One of the conditions to the purchase of the Note is that the
Assignor release its security interest in Universals' assets, which it holds
under the terms and conditions of a Security Agreement (Chattel Mortgage) dated
September 3, 1998 (the "Security Agreement") between Universal and American
granting American l a security interest in certain fixtures and personal
property described in said Security Agreement.
3.2 Assignor hereby expressly agrees to release UBHC and UBI from any
and all obligations that may have arisen directly or indirectly under the Loan.
Assignor agrees to return the original Security Agreement and any other original
documents related directly or indirectly to the Loan, such as other security
agreements, pledge agreements, guarantees or agreements of any other type
(collectively, the "Loan Documents") to Universal and will ▇▇▇▇ "CANCELLED" on
each of those documents. Assignor expressly agrees that it will release any and
all security interests that it has in Universals' assets under the Security
Agreement or any other agreement. Effective as of the date of this Agreement its
security interests in Universals' assets is deemed to be null, void and of no
further force and effect. Assignor agrees to file UCC-3 Termination Statements
with the appropriate filing authorities to evidence the termination of its
security interest. Assignor also agrees that it will file a Voluntary Motion to
Dismiss with prejudice its action for replevin against UBHC, UBI and Bridge Bank
in the Circuit Court of the Fifth Judicial
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Circuit, in and for Lake County, Florida, Civil Division 8, Case No. 00-381CA
(the "Lawsuit");
3.3 Assignor also agrees to release Bridge Bank, Ltd. from any and all
obligations under the Guaranty Agreement that it executed in favor of Assignor.
4. Representations and Warranties. Assignor hereby represents and
warrants to the Assignee the following:
(a) Assignor has not transferred any interest in the Note.
(b) The Note has not been modified or amended.
(c) The unpaid balance (principal and interest) under the Note as of
March 31, 2000 is $500,000, plus accrued interest of $6,250, plus late charges
on both the principal balance and accrued interest at the rate of eighteen (18%)
per annum from October 3, 1998.
(d) No person or entity has participated with the Assignor in the
indebtedness evidenced by the Note.
(e) Assignor is the owner in good title and holder of the Note and has
full right and authority to assign the same to the Assignee.
5. Release and Covenant Not to ▇▇▇. For valuable consideration, the
Assignor hereby releases UBHC, UBI and each and every one of their respective
directors, officers, employees, representatives, legal counsel, agents,
subsidiaries, or affiliates (collectively, the "Affiliates") from all claims,
causes of action, damages, judgements, agreements and demands whatsoever,
whether liquidated or unliquidated, contingent or fixed, determined or
undetermined, known or unknown, at law or in equity, which it has had, now has,
or may hereinafter have against UBHC, UBI or its Affiliates for any matter
whatsoever arising directly or indirectly out of or relating to the Loan arising
from the beginning of the world to the end of the world. The Assignor further
agrees never to institute or cause to be instituted any suit or any form or
action or proceeding of any kind or nature against UBHC, UBI or its Affiliates
by reason of or in connection with any of the actions or matters relegated
directly or indirectly to the Loan and the Loan Documents. The Assignor agrees
that this Release shall be construed broadly to protect UBHC and UBI and their
Affiliates.
6. General Provisions.
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6.1 This Agreement and the agreements, instruments, schedules, exhibits
and other writings referred to in this Agreement, constitute the entire
understanding of the parties with respect to the subject matter of this
Agreement. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by means of a written instrument duly executed by all of the
parties hereto.
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6.2 This Agreement shall not be assigned by either party without the
prior written agreement of the other party. This Agreement will be binding upon,
inure to the benefit of, and be enforceable by and against the respective
successors and assigns of the parties hereto.
6.3 No waiver of any breach or default hereunder shall be considered
valid usnless such waiver is made in writing and signed by the party giving such
waiver. The granting of a waiver by a party in a particular instance shall not
constitute a waiver of future conduct unless expressly specified in the written
instrument granting such waiver. No waiver shall be granted or inferred based
upon the conduct of the parties.
6.4 Each party represents and warrants to the other party hereto that
it has the proper authorization and legal authority to enter into this Agreement
and except as set forth herein has not assigned or transferred its rights in the
Loan Documents and has all right, title and interest in the Loan Documents. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular and plural as the context may require. UBI, UBHC are
intended third-party beneficiaries of this Agreement.
6.5 All notices, claims, certificates, requests, demands or other
communications under this Agreement shall be in writing and will be deemed to
have been duly given when delivered or mailed, registered or certified mail,
postage prepaid, return receipt requested, or by overnight delivery by a
nationally recognized overnight mail service, as follows:
If to Assignee: American Access Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇, President/CEO
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Assignee: McLean Ventures Corporation
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such address as the party to whom such notice is to be given has furnished
to the other party writing in the manner set forth in this Section.
6.6 If any term, condition or provision of this Agreement shall be
declared invalid or enforceable, the remainder of this Agreement shall not be
affected thereby and shall remain in full force and effect and shall be valid
and enforceable to the fullest extent permitted by law.
6.7 The Preliminary Recitals set forth in the Preamble are hereby
incorporated and made part of this Agreement. Section headings are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. The Exhibits and Schedules
identified in this Agreement and incorporated herein by reference are made a
part hereof.
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6.8 The parties agree to execute and deliver all such further
documents, agreements, and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.
6.9 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which, taken together,
shall constitute one and the same document. Any facsimile copy of a manually
executed original shall be deemed a manually executed original.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
Assignor:
AMERICAN ACCESS TECHNOLOGIES, INC.
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President/CEO
Assignee:
McLEAN VENTURES CORPORATION
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: President
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