EXHIBIT 10.6
EXTENSION AGREEMENT
PROMISSORY NOTE DATED MARCH 31, 1999
PRINCIPAL AMOUNT: $400,000
The Parties to the Extension Agreement are OneSource Technologies, Inc., a
Delaware corporation, whose address is 2329 West Mescal, Suite 304, Phoenix,
Arizona 85029 (hereafter the "Holder") and Cossack Financial, LLC, a NV, AZ
corporation, whose address is 7373 N Scottsdale PO #16213 (hereafter the
"Maker").
Recitals
Whereas, Maker has made in favor of Holder that certain Promissory Note
(hereafter the "Note") a copy of which is attached hereto as Exhibit "A" in the
principal amount of Four Hundred Thousand ($400,000) Dollars dated March 31,
1999 and payable one hundred and eighty days after date at six (6%) percent
interest; and
Whereas, the Note is currently due and payable at its original principal amount
plus accrued interest; and
Whereas, the Parties hereto desire to extend the maturity of the Note and to
provide for the additional security of a joint brokerage account into which the
collateral for the payment of the Note, consisting of 1,050,000 (MT initials)
shares of OneSource Technologies, Inc. common stock (hereafter the "Shares" or
the "Stock") shall be deposited by Maker; and
Whereas, the Parties desire 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, which was due and payable as of October 1, 1999 is Four
Hundred and Twelve Thousand ($412,000.00) Dollars and No Cents. The term of the
Note, which has expired as of the date of the Extension Agreement, shall be
extended and the maturity of the Note shall be upon demand by Holders, which
demand may be made at any time in the Holder's sole and absolute discretion,
with no conditions precedent to such demand, other than giving Notice and Demand
for Payment, and provided further that Maker shall make payments on account upon
the liquidation of the Collateral, as required by Holder in accordance with the
provisions set forth below.
2. The Note is secured by the security interest of Holder in the Shares of
OneSource Technologies, Inc. common stock. This Stock shall be deposited by
Maker and held in a joint signature brokerage account with Fidelity Investments,
Account Number Y03155837, listing both Maker and Holder as joint signatories.
Both the Stock and any proceeds of the sale of the Stock shall be held in the
account or in a money market account with Fidelity which is identified as
Account Number 291662471 and which shall be subject to the direction of Maker
and Holder as follows:
a) Holder shall have the absolute discretion to pay or appoint to itself
up to one hundred (100%) of any existing balance of the proceeds of any
Stock sale in the account either as such sales occur or later as
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Holder shall in its sole and absolute discretion deem advisable. Any
amounts disbursed from proceeds held in the account to Holder shall be
applied first to any costs associated with the collection of the Note or
sale of any security, then to 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 disbursements of proceeds
either to itself or to any third party without the prior written
approval of Holder.
b) The Shares of Stock held in the account may be sold in whole or in
part and from time to time by Maker, for good and valuable
consideration, which shall be deposited in the money market account as
proceeds. 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.
c) In the event that insufficient Shares are sold so as to make periodic
and satisfactory progress on the payment of the loan, which satisfactory
progress shall be determined in the sole discretion of Holder, Maker
agrees that, in addition to its other remedies at law, Holder may, upon
ten (10) days notice to Maker, assume control of the account and any
remaining Stock or proceeds, and sell such Stock for the benefit of the
account of Maker. Maker hereby waives, as to any proceedings under this
provision by Holder to enforce its interest, any claim, cause of action,
or damages or defense to deficiency in payment on the Note arising out
of the sales or failures to sell Stock by Holder during any period in
which Holder is actively trading in the account.
d) To facilitate Holder's ability to manage the account as provided
herein for the benefit of Maker, Maker hereby grants to Holder, through
its authorized representative, Donald Gause or such other representative
as OneSource shall name from time to time, a full power of attorney,
coupled with an interest, to trade in the account, and buy and sell
securities therefrom in Holder's sole discretion as to price, amount,
and timing, and to receive the proceeds therefrom, and to apply the same
to payments due from Maker for the benefit of the account of Maker at
Holder's discretion.
3. Notice, in writing, shall be given by Holder of its election to demand
repayment of the entire remaining balance of the Note. Notice shall be effective
when hand delivered to the noticed party or five (5) days after mailing, postage
prepaid in the U.S. Mail to Maker's last known address, or upon the next day
following the date of deposit of the Notice with an overnight carrier for
overnight delivery.
4. Maker shall have ten (10) days grace period from the date of Notice and
Demand for Payment in which to make payment in full of the Note. In the event
Maker does not pay, in full, all amounts due hereunder prior to the termination
of the grace period, Maker shall be in default under its obligation.
5. From and after default, and until the obligation of the Note, together with
all accrued interest thereon and any expenses in connection therewith, shall be
paid in full, the Default interest rate of fourteen (14%) percent per annum
shall be applied to the outstanding balance due.
6. All of the terms and conditions of the Promissory Note shall apply to this
Extension Agreement to the extent not in conflict herewith.
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Dated this 1/3/00 day of January, 2000
"Maker" "Holder"
Cossack Financial, L.L.C. OneSource Technologies, Inc.
By: /s/Michael Fisher By: /s/ Donald Gause
Its:/s/Michael Fisher Its:Secretary
Fidelity Investments hereby acknowledges receipt of an original of this
Agreement for the benefit of Holder, a named signatory on Account Number
Y03155837, and money market Account Number 291662471.
Fidelity Investments
By:__________________________
Its:__________________________
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