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Exhibit 10.1
LOAN AGREEMENT
This agreement dated June 28, 2000, is by and between 4-D Neuroimaging, a
California corporation based in San Diego, CA (the "Borrower"), and BDN, a
company based in Madrid, Spain (the "Lender"), (each the "Party" and together
the "Parties").
WHEREAS, the Borrower has the necessity to borrow funds from the Lender for
working capital purposes, and
WHEREAS, the Lender is able to and agrees to provide funds for the purpose
intended, and
NOW, THEREFORE, Lender hereby agrees to provide to Borrower a loan for working
capital purposes. This loan is made available to the Borrower by the Lender
based on the following terms, conditions and procedures:
FORM OF LOAN: This loan takes the form of a Promissory
Note, which accrues simple interest and can
be repaid in part or in whole at any time.
TERM, DURATION: This loan shall be made available to
Borrower for a period beginning the date
indicated above, and ending on September 30,
2000. All amounts owed shall become due and
payable on this date, unless otherwise
amended in writing by mutual agreement.
ACKNOWLEDGEMENT: The loan is authenticated by the signing of
this document below, by duly authorized
representatives of the respective Parties.
AMOUNT, PURPOSE AND The amount of this loan is $350,000 and is
FUNDS TRANSFER: to be used for 4-D Neuroimaging working
capital purposes.
Funds shall transfer from the Lender to the
Borrower and be sent by interbank wire
transfer to the following back account:
Silicon Valley Bank
San Diego, CA
ABA #121140399
FBO: 4-D Neuroimaging
A/C #3300145899
Swift #SVBKUS6SA
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Loan Agreement Page 2
INTEREST RATE AND The starting interest rate shall be based on
PAYMENT: the three month U.S. dollar LIBOR + 1%,
rounded up to the nearest quarter percent.
The U.S. dollar LIBOR rate shall be
determined by referring to the quoted rate
in the Wall Street Journal printed on the
date indicated above, representing the prior
day's three month rate. The starting rate
shall continue effective until September 30,
2000.
INTEREST ACCRUAL: Interest shall accrue during the period and
shall not compound, commencing with the day
of receipt of the funds. Interest shall be
calculated daily and accrued monthly if not
paid. At the end of the period all principal
and interest shall become due and payable.
If interest is not paid then compounding
will commence.
CURRENCY EXCHANGE: Borrower shall be held responsible for
paying the interest and repaying the
principal in the Lender's currency.
REPAYMENT: The Borrower can repay in part or in whole
all outstanding amounts owed, including
interest, at any time, all interest due
being paid first, then principal, without
penalty, to the bank indicated by Lender.
PLEDGES: Tangible assets such as receivables or fixed
assets may be pledged as security for the
loan upon mutual agreement, but are not a
necessary precondition for funds to be drawn
down.
ASSIGNABILITY: The Lender retains the right to assign this
Loan Agreement to any party without
modification, or if modifications are
required, by receiving in advance the
written consent of the Borrower.
This Loan Agreement has been executed by the Persons below as of the date
indicated above, each Person being the duly appointed representative.
/s/ Felipe Fernandez /s/ D. Scott Buchanan
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Mr. Felipe Fernandez Dr. D. Scott Buchanan
BDN Spain 4-D Neuroimaging
Lender Borrower
