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Exhibit 10.2
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 to pay
the interest due to AIG Private Bank, Limited, and
WHEREAS, the Lender is able to and agrees to provide funds sufficient for the
purpose intended, and
NOW, THEREFORE, Lender hereby agrees to provide to Borrower a loan for such
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 $484,595.26 and
FUNDS TRANSFER: is to be used for the payment of interest
owed to AIG Private Bank, Ltd., loan
agreement #249-8380.
The Lender shall transfer funds directly to
AIG Private Bank, Ltd., Zurich, attention
Esther Gauch. She can be reached at:
Tel. +41 (1) 824 64 44
Fax +41 (1) 824 64 50
Email [email protected]
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Loan Agreement Page 2
INTEREST RATE AND The interest rate shall be based on the
PAYMENT: three month U.S dollar LIBOR + 1%, rounded
up to the nearest quarter percent in USD.
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 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: Working capital assets such as receivables
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 authorized 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
