EXHIBIT 6
COMMERCIAL CONSOLIDATORS CORP
5255 YONGE STREET, SUITE 1010
TORONTO, ONTARIO M2N 6P4
May 15, 2000
TO: Scottish Holdings Ltd.
Dear Sirs:
RE: BRIDGE LOAN
This letter will serve to confirm our agreement wherein, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, you have agreed to loan Cdn $1,000,000 to Commercial Consolidators
Corp. (the "Company") on the following terms and conditions:
1. The principal amount of the loan shall be due and payable as
at April 30, 2001.
2. The loan shall bear interest at 20% per annum and shall be
payable monthly in arrears on the last day of each month during the term of the
loan.
3. In consideration of you making the loan, the Company shall
grant to you a warrant entitling you to acquire up to 33,333 common shares of
the Company at a price of CAD $4.60 per share, said warrant exercisable for a
period expiring April 30, 2001. The shares issuable upon exercise of the
warrants will be subject to a four-month hold period from the date of the
issuance of the warrant in accordance with the policies of the CDNX, and will
not be registered under the Securities Act of 1933 as a result of which they
will be subject to certain resale restrictions under that Act.
4. The obligations of the Company will be evidenced by a
promissory note in the form attached hereto.
Accepting that the above accurately details your understanding of our
agreement in this regard, could you please execute this letter where indicated
and return same at your earliest convenience. We confirm that completion of this
transaction and issuance of the above referenced warrant remains subject to the
acceptance of CDNX.
Yours truly,
COMMERCIAL CONSOLIDATORS CORP.
Per:
Authorized Signatory
Acknowledged and agreed to this ___ day of May, 2000 by:
SCOTTISH HOLDINGS, LTD.
Per: /s/Authorized Signatory
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Authorized Signatory
PROMISSORY NOTE
CDN $1,000,000 May 15, 2000
FOR VALUE RECEIVED, Michael Weingarten, of 368 Center Street, Thornhill, Ontario
(the "Borrower"), promises to pay to the order of Scottish Holdings Ltd. (the
"Lender") the sum of ONE MILLION DOLLARS (CDN $1,000,000) of lawful money of
Canada (the "Principal Sum"), together with simple interest thereon, as herein
provided.
The Principal Sum shall bear interest at 20% per annum both before and after
each of maturity, default and judgment. Interest shall be accrued commencing May
31, 2000 until the Principal Sum is repaid in full.
The Principal Sum, together with all accrued and unpaid interest, shall become
due and be paid in full on August 15, 2000.
The Borrower hereby waives the demand and presentment for payment, notice of
non-payment, protest and notice of protest of this Note and agrees to pay and
completely indemnify the Lender for all costs and expenses (including legal fees
and costs) paid or incurred in collecting any monies due thereunder.
Extension of time of payment of all or any part of the amount owing hereunder at
any time or times and failure of the Lender to enforce any of their rights or
remedies hereunder shall not release the Borrower from its obligations hereunder
or constitute a waiver of the rights of the Lender to enforce any rights and
remedies thereafter.
This Note shall be governed by and construed in accordance with the laws of
British Columbia and the laws of Canada applicable therein.
The Borrower shall have the right to prepay this Note in whole or in part
without penalty. Any amounts paid under the corresponding May 15, 2000
Promissory Note between Scottish Holdings Ltd. and Commercial Consolidators
Corp. (copy attached) will reduce the amount due and owing under this Promissory
Note.
This Agreement, while in good standing, will be kept strictly confidential
between the two parties.
This Agreement is executed on the ___ day of May, 2000.
/s/Michael Weingarten /s/Alan Crawford
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Michael Weingarten Witness: (Alan Crawford)
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