EXHIBIT 10.21
First Allonge to the
Promissory Note dated May 17, 2000 made by
ASPI EUROPE, INC.
in favor of
MANHATTAN INVESTMENTS INCORPORATED
THIS FIRST ALLONGE to the Promissory Note, dated May 17, 2000 (the
"Promissory Note"), made by ASPI EUROPE, INC., a Florida corporation (the
"Company"), in favor of MANHATTAN INVESTMENTS INCORPORATED, a Nevis corporation
("MAN"), is made as of the 3rd day of October, 2000 by and between the Company
and MAN.
BACKGROUND
WHEREAS, on May 17, 2000, MAN made a loan to the Company in the amount of
US $125,000 as evidenced by the Promissory Note, and such Promissory Note was
due and payable on or before August 31, 2000;
NOW, THEREFORE, in consideration of the Company agreeing to treat the MAN
Promissory Note on the same pro-rata terms, including all payments by the
Company to principle and interest, as the $100,000 promissory note signed with
Atlantic Trust on July 12, 2000, the Company and MAN hereby agree as follows:
1. MAN will waive its immediate right to full payment of the principle and
interest of the US $125,000 Promissory Note and will amend and restate the first
and third paragraphs of the Promissory Note to read as follows:
"In consideration of such loan or advance ("Advance") as MANHATTAN
INVESTMENTS INCORPORATED, a Nevis Corporation ("MAN"), makes hereon to or for
the benefit or at the request of ASPI EUROPE, INC., a Florida corporation (the
"Maker"), the Maker hereby promises to pay on or before July 31, 2001 (the
"Maturity Date") to MAN, or order (the "Holder"), in lawful money of the United
States of America, all Advances, plus interest thereon, at the rate hereinafter
provided."
"Interest on this note shall accrue at a per annum rate of ten percent
(10%) and will be payable semi-annually at January 31, 2001. The outstanding
principal amount of this Note, together with unpaid accrued interest thereon,
shall be due and payable in full on or before the Maturity Date."
2. Except as amended herein, the Promissory Note shall continue in full
force and effect and shall be enforceable in accordance with its terms. Nothing
herein contained shall constitute a novation of the Promissory Note.
3. This First Allonge and the Promissory Note shall constitute a single
instrument.
IN WITNESS WHEREOF, the Company has caused this First Allonge to the
Promissory Note to be signed by its duly authorized officer as of the 12th day
of October, 2000.
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ASPI EUROPE, INC.
By: "Damon Poole"
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Damon Poole
President and Chief Executive Officer
MANHATTAN INVESTMENTS INCORPORATED
By: "David Craven"
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Name: David Craven
Title: Director
