PROMISSORY NOTE
CAN$2,500,000 June 26th, 2002
10% Interest
1. For value received, BIO SYNTECH CANADA INC. (the "Borrower"), hereby
promises to pay to THE BUSINESS DEVELOPMENT BANK OF CANADA (the
"Lender"), $2,500,000 (two million five hundred thousand dollars)
with interest at a rate of ten percent (10%) per annum, compounded
monthly and calculated daily on the basis of a 365-day year
(collectively: the "Loan").
2. The Debtor shall repay the Loan at 5 Place Ville Marie, suite 1450,
Montreal, Province of Quebec, H3B 5E7 no later than 12:01 AM on
February 15, 2006.
3. Any amount (including principal or interest) which is not paid when
due shall bear interest at twenty five percent (25%) per annum,
compounded monthly and payable on demand.
4. The parties hereto covenant and agree to sign such other papers,
cause such meetings to be held, resolutions passed and by-laws
enacted, exercise their vote and influence, do and perform and cause
to be done and performed such further and other acts and things as
may be necessary or desirable in order to give full effect to this
Agreement and every part thereof.
5. This Agreement shall be governed by the laws of the Province of
Quebec as well as the laws of Canada applicable therein.
6. The dollar amounts referred to in this Agreement shall be in
Canadian funds.
7. The division of this Promissory Note into articles, sections and
subsections are for convenience of reference only and shall not
affect the interpretation or construction hereof.
8. Except for the Loan Agreement which intervened by and between the
parties on the date hereof, this Promissory Note shall constitute
the entire agreement between the parties hereto with respect to all
of the matters herein and this Promissory Note shall not be amended
except by a memorandum in writing signed by all of the parties
hereto, and any amendment thereof shall be null and void and shall
not be binding upon any party which has not given its consent as
aforesaid.
9. The Lender is free to assign, transfer or sell its right in and
pursuant to the present Promissory Note.
10. It is at the express consent of the parties that the present
agreement be written in english although certain documents may be
written in french. C'est a la demande expresse des parties que cette
convention soit redigee en anglais quoi que certains documents
puissent etre rediges en francais.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement at the date and place referred to above.
(Borrower) BIO SYNTECH CANADA INC.
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Name:
Title:
(Lender) BUSINESS DEVELOPMENT BANK OF CANADA
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Name:
Title:
