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EXHIBIT 4.15
SUPPLEMENTAL AGREEMENT TO BRIDGE LOAN TRANSACTION DATED
AUGUST 10, 1999 (AS EXTENDED AND AMENDED TO DATE) BY AND BETWEEN
LEXON TECHNOLOGIES, INC. ("DEBTOR"), CHICAGO MAP CORPORATION
AND STEVEN PESKAITIS ("GUARANTORS"), AND MILLER CAPITAL
CORPORATION, STEPHEN A. MCCONNELL, JOCK PATTON AND DICKERSON
WRIGHT ("LENDERS")
For and in consideration of $1.00, and other good and valuable consideration
provided by each of the parties hereto to each of the others, including
agreement to the following terms and conditions, the parties hereto agree this
30th of December, 1999 that the following terms and conditions are incorporated
in and made a part of the Securities Purchase Agreement, Notes, Security
Agreements, Guaranties and other instruments and documents ("Loan Documents")
executed and delivered at any time from and after August 10, 1999 in connection
with the above-captioned Bridge Loan Transaction as well as that certain
Engagement Letter dated July 26, 1999 relating to investment advisory services
provided to Debtor by Miller Capital Corporation ("MCC").
o Debtor will pay Lenders $150,000.00 in cash on or before January 31,
2000.
o Debtor will pay the remaining principal balance of $600,000.00, plus
interest at the rate of 12% per annum, in monthly payments of
interest only for 6 months beginning March 1, 2000 and continuing on
the 1st day of each month thereafter.
o Debtor will pay the remaining principal balance of $600,000.00, plus
any accrued interest, on August 1, 2000, provided the Debtor has
received debt or equity financing proceeds in an aggregate amount of
$3,000,000 or more during the period commencing December 30, 1999
and continuing through August 1, 2000, and limited to the extent
such proceeds exceed $3,000,000. Any debt or equity financing
proceeds received in an aggregate amount of less than $3,000,000.00
during this period will be used for operations.
o If the Debtor has not received debt or equity financing proceeds in
an aggregate amount of $3,600,000 or more during the period
commencing December 30, 1999 and continuing through August 1, 2000,
the Debtor will pay the remaining principal balance of $600,000.00,
plus interest at the rate of 12% per annum, in six equal monthly
payments of principal and interest beginning on August 1, 2000 and
continuing on the 1st day of each month thereafter. Any debt or
equity financing proceeds received after August 1, 2000, to the
extent in excess of $3,000,000, will be applied first to payment in
full of outstanding principal and interest to the Lenders.
o The Debtor will issue 300,000 shares of common stock to MCC for
$1.00 of consideration with regard to termination of the Engagement
Letter and 250,000 shares of common stock, for $1.00 of
consideration, to Lenders in connection with the Loan Documents.
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o The Engagement Letter will terminate on December 30, 1999 and
neither party thereto will have any continuing duty or obligation to
the other, except that Debtor will pay a fee to MCC pursuant to the
fee schedule set forth therein out of the proceeds, if any, received
by Debtor from any equity or debt financing or investment by any of
the parties introduced to Debtor by MCC and identified in the
schedule attached hereto.
o MCC and the other Lenders will not subordinate any of the existing
security interests and guarantees in favor of MCC and Lenders under
the Loan Documents to any lender or investor ("New Lender") that at
any time hereafter provides equity or debt financing or investment
to Debtor, but hereby consents to and agrees to permit Debtor to
incur any such new financing or investment with the grant of a
security interest to such New Lender in and to any and all
collateral under the Loan Documents, which security interest shall
be pari passu with the Lender's debt, provided that: (i) the terms
of such new debt provide that no principal payments can be made on
the new debt until the Lender's debt has been repaid in full; and
(ii) the amount of such new debt does not exceed $1,500,000. Lenders
all agree to enter into a collateral sharing arrangement with such
New Lender, pursuant to which the collateral currently securing the
debt of the Lenders would also be permitted to secure the debt of
the New Lender on a pari passu basis.
ACCEPTED AND AGREED THIS 30th day of December 1999.
On Behalf of MCC and Lenders: On Behalf of Debtor:
Miller Capital Corporation, Inc. LEXON Technologies, Inc.
By: /s/ Rudy P. Miller By: /s/ Steven Peskaitis
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Rudy P. Miller, CEO Steven Peskaitis,
President
On Behalf of Guarantors:
Chicago Map Corporation
By: /s/ Steven Peskaitis
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Steven Peskaitis,
President
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