amexdrug10kexh1014.htm















Exhibit 10.14


 


CHANGE IN TERMS AGREEMENT


 








	
Principal


$700,000.00

	
Loan Date


12-21-2011

	
Maturity


06-09-2012

	
Loan No.


930610000

	
Call/Coll

	
Account

	
Officer


RK

	
Initials


/s/









References in the boxes above are for Lender’s Use only and do not limit the applicability of this document to any particular loan or item.


Any Item above containing “***” has been omitted due to text length limitations.










	
Borrower:

	
Amexdrug Corporation, Dermagen, Inc.;

	Lender:	National Bank of California
	  	
Biorx Pharmaceuticals, Inc.; Royal

	 	
Corporate Banking Department


	  	
Health Care, Inc.; and Allied Med Inc.

	 	
12121 Wilshire Boulevard


	  	
7251 Condor Street

	 	
14th Floor


	  	
Commerce, CA 90040

	 	
Brentwood, CA 90025















 















	
Principal Amount:  $700,000.00

	  	
Date of Agreement:  December 12, 2011












DESCRIPTION OF EXISTING INDEBTEDNESS:   The Promissory Note dated June 23, 2008 in the principal amount of $150,000.00 and Business Loan Agreement (Asset Based) dated June 9, 2011 and subsequent Change in Terms Agreements dated March 3, 2009, June 9, 2009, June 9, 2010 and June 9, 2011, with an outstanding principal balance of $81,806.94 as of December 12, 2011.







DESCRIPTION OF CHANGE IN TERMS:  The Principal Amount of the Note is hereby increased from $500,000.00 to $700,000.00.







The “AFFIRMATIVE COVENANTS” section of the Business Loan Agreement (Asset Based) is hereby deleted in its entirety and the following is inserted in its place:







Tangible Net Worth Requirements.  Other Net Worth requirements are as follows:  Borrower shall maintain a minimum Net Worth of $250,000.00 as of each Fiscal Year End.  Borrower shall maintain profitability at each Fiscal Year End.







The “DEFINITIONS” section of the Business Loan Agreement (Asset Based) is hereby amended as follows:







Borrowing Base.  The words “Borrowing Base” mean, as determined by Lender from time to time, the lesser of (1) $700,000.00 or (2) 80.000% of the aggregate amount of Eligible Accounts.







Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; then to any escrow or reserve account payments as required under any mortgage, deed of trust, or other security instrument or security agreement securing this Note; and then to any unpaid collection costs.  Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.







CONTINUING VALIDITY.  Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect.  Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms.  Nothing in this Agreement will constitute a satisfaction of the obligation(s).  It is the intention of Lender to retain as liable parties all makers or endorsers including accommodation makers, will not be released by virtue of this Agreement.  If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledged that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it.  This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.







PRIOR TO SIGNING THIS AGREEMENT, BORROWERS READ AND UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT.  BORROWERS AGREE TO THE TERMS OF THE AGREEMENT.







AMEXDRUG CORPORATION







By:__/s/ Jack N. Amin                                           


      Jack N. Amin, President/ Secretary of Amexdrug Corporation







DERMAGEN, INC.







By:__/s/ Jack N. Amin                                           


      Jack N. Amin, President/ Secretary of Dermagen, Inc.







BIORX PHARMACEUTICALS, INC.







By:__/s/ Jack N. Amin                                           


      Jack N. Amin, President/ Secretary of  Biorx Pharmaceuticals, Inc.







ROYAL HEALTH CARE, INC.







By:__/s/ Jack N. Amin                                           


      Jack N. Amin, President/ Secretary of Royal Health Care, Inc.







ALLIED MED INC.







By:__/s/ Jack N. Amin                                          


      Jack N. Amin, President/ Secretary of Allied Med Inc.







See next page for additional signers






  





  











  








CHANGE IN TERMS AGREEMENT


(Continued)


 



	
Loan No. 930610000

	
Page 2












 


PRIOR TO SIGNING THIS AGREEMENT, GUARANTORS READ AND UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT.  GUARANTORS AGREE TO THE TERMS OF THE AGREEMENT.







GUARANTORS:







x__/s/ Jack N. Amin                                         


  Jack N. Amin







x__/s/ Nora Y Amin                                           


  Nora Y Amin



 













LASER PRO LENDING VER. 5.58.20.001 Copr. Harland Financial Solutions, Inc. 1997, 2011.  All rights reserved.







1096.Amexdrug Change in Terms Agreement