LOAN AGREEMENT AND ASSIGNMENT OF ASSETS
MW MEDICAL, INC., (hereinafter "MW"), and Jan Wallace (hereinafter "Wallace"),
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or her heirs, devisees, personal representatives, or assigns, intending to be
legally bound, agree as follows:
1. MW acknowledges that Wallace has loaned it $1,139,939.70 in
bridge financing that along with interest from January 15,
2002 is currently due and owing under that certain promissory
note dated February 21, 2002, pursuant to MW's Plan of
Reorganization under Chapter 11 Bankruptcy, No. 02-01090 and
02-01298, filed in the US Bankruptcy Court, District of
Arizona. The total amount of principal and interest due
and owing as of March 15, 2003 is acknowledged to be
$1,272,672.30.
2. As MW is unable to pay this obligation and is in need of further
support, Wallace or her assigns agrees to provide continued
financial support as needed for the operation of the business
for a period of 90 days in an amount of no more than $50,000.
3. In consideration of this continued financial support and for the
partial cancellation and release of this outstanding debt
of the company in the principal amount of $326,897, MW
hereby assigns, transfers and conveys all of its patents,
trademarks and other intellectual property, its inventory,
equipment and property as represented on its books to
Wallace.
4. This remaining principal and interest due shall be secured along
with all previous loans by a security interest in all of the
remaining and future assets of the Company, now owned or
hereafter acquired.
5. MW will sign and issue to Wallace a new promissory note
(hereinafter "Note) in the form and containing the terms as
attached hereto. This agreement and the Note shall be
assignable by Wallace.
6. Further MW grants Wallace the right to convert all or any portion
of the Note or amounts loaned under this loan agreement to
equity at the same price as is available to those investors
participating in any private placement that is offered during the
term of the Note. In the event that no private placement of
common stock is offered during the term of the Note, MW further
grants Wallace the right to convert the Note into common
stock at 50% of the then existing market price of the stock
or $0.20 per share, whichever is lower.
Executed on this 15th day of March, 2003
MW MEDICAL, INC.
/s/ Jan Wallace
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By: It's President
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Title: C.E.O.
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/s/ Jan Wallace
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Jan Wallace