EXHIBIT 10.8
NOTE MODIFICATION AGREEMENT
PROMISSORY NOTE DATED JULY 27, 1999
PRINCIPAL AMOUNT: $400,000
MATURITY DATE: JULY 28, 2000
This Note modification Agreement (the "Agreement") is made this 4th
day of January, 2000 by and between OneSource Technologies, Inc., a Delaware
corporation, whose address is 2329 West Mescal, Suite 304, Phoenix, Arizona
85029 (hereafter the "Holder") and Titan Capital Partners, LLC, a California
limited liability company, whose address is 8439 Sunset Boulevard, Suite 105,
Los Angeles, California 90069 (hereafter the "Maker").
Recitals
Whereas, Maker has made, in favor of Holder, that certain Promissory Note
(hereafter th e"Note") a copy of which is attached hereto as Exhibit "A", in the
principal amount of Four Hundred Thousand ($400,000) Dollars, dated July 27,
1999 and payable three hundred and sixty (360) days after date at six (6%)
percent interest; and
Whereas it is the desire of the Parties to enter into this Agreement to
formalize the procedures for establishing Holder's security interest in the loan
collateral and for permitting Maker to effect sales in the collateral for the
prepayment of the Note; and
Whereas, it is the further desire of the parties to provide for the systematic
prepayment of the Note as more fully provided herein and to provide for the
orderly liquidation of the Collateral so as to prevent distortion in the market
price of OneSource common stock which may occur upon a large lump sum sale;
Now, Therefore, For Good And Valuable Consideration, The Receipt Of Which Is
Hereby Acknowledged, It Is Agreed As Follows:
Agreements
1. Maker hereby acknowledges and agrees that the amount of the Note, plus
accrued interest, as of October 27, 1999 is Four Hundred and Six Thousand
($406,000.00) Dollars and No Cents. All of the other terms and conditions of the
Promissory Note, except as specifically modified herein, remain in full force
and effect.
2. In order to secure the payment of any amounts due under the Note, Maker
agrees to establish a brokerage account at U.S. Clearing Corp., into which Maker
shall deposit 900,000 shares of OneSource Technologies, Inc, common stock. This
account shall be opened in the joint names of the Maker and Holder and shall
require two signatures for any withdrawals from the account. Attached to the
stock account shall be a money market account into which shall be deposited on a
daily basis, any proceeds from the sale of any stock from the stock account.
Copies of the documents establishing the brokerage account and the money market
account are attached hereto as Exhibit "B".
3. Maker shall, at any time there is no default by Maker in the Note or this
Modification Agreement, have the right to sell Shares of the Stock deposited in
the brokerage account. The sale of these Shares shall be on the public market at
the market price unless agreed to in writing by Holder. Maker shall consult
with, and obtain prior approval of Holder prior to any private placement of any
Shares. Maker shall time all sales of Shares which it makes in such a way so as
not to adversely impact the price of the Shares in the marketplace.
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4. All proceeds of the Stock sold shall be placed in the money market account.
Holder shall receive all amounts in the money market account up to a maximum of
Fifty Thousand ($50,000) Dollars per month, or such other amounts as shall be
agreed between Holder and Maker from time to time. The amounts receivable by
Holder shall be cumulative, so that in any month in which Holder gets less than
the maximum as defined in this paragraph, the deficiency shall be added to the
maximum for the next succeeding month and Holder shall receive such cumulative
amounts prior to the receipt by Maker of any amounts.
5. Any amounts disbursed from the proceeds of Stock sales held in the account to
Holder shall be applied first to any costs associated with the collection of th
e Note or sale of any security, then to the accrued interest, and finally to the
principal balance due. Holder shall have no interest in any proceeds above the
amounts due under the Note, and upon receiving the entire proceeds as required
by the Note, shall consent to the removal of its name from the accounts. Maker
shall make no disbursement of proceeds from the account either to itself or to
any third party without the prior written approval of Holder.
Dated this 4 day of January, 2000.
"Maker" "Holder"
Titan Capital, L.L.C. OneSource Technologies, Inc.
By: /s/(illegible) By: /s/ Donald Gause
It's: Managing Member Its: Secretary
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