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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Agreement"),
entered into as of May 24, 2000 by and between FiNet.com, Inc., a Delaware
corporation ("Lender"), Lowestrate.com, Inc., a Pennsylvania corporation
("Borrower"), and Robert J. Ross ("Guarantor").
RECITALS:
WHEREAS, Lender and Borrower have previously entered into a Loan and
Security Agreement dated as of August 20, 1999 (the "Loan Agreement") pursuant
to which Lender has loaned to Borrower the sum of $500,000 which loan is
evidenced by a Promissory Note dated as of August 20, 1999 (the "Note"); and
WHEREAS, Guarantor has guaranteed Borrower's obligations pursuant to
the Loan Agreement;
WHEREAS, Lender, Borrower and Guarantor desire to amend the terms of
the Note to provide for a due date of August 20, 2001;
NOW, THEREFORE, in consideration of the mutual promises made herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, agree
as follows:
1. All capitalized terms as used herein shall have the meanings
ascribed to them in the Loan Agreement.
2. The Note shall be amended to read as set forth in Exhibit A hereto
(the "Amended Note").
3. All other terms of the Loan Agreement shall remain in full force and
effect and Borrowers obligations pursuant to the Amended Note shall be secured
by the Collateral all as provided in the Loan Agreement.
4. Borrower agrees that at any time, and from time to time, Borrower
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that the Lender
may reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Lender to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.
5. Lender hereby consents to the winding up, liquidation and
dissolution of Borrower.
6. No amendment or waiver of any provision of this Agreement nor
consent to any departure by Borrower from this Agreement shall in any event be
effective unless
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the same shall be in writing and signed by the Lender, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly
executed and delivered as of date first above written.
Lender:
FiNet.com, Inc.
By_______________________________________
Its______________________________________
By_______________________________________
Its______________________________________
Borrower:
Lowestrate.com, Inc.
By_______________________________________
Its______________________________________
Guarantor:
_________________________________________
Robert J. Ross
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EXHIBIT A
AMENDED PROMISSORY NOTE
$500,000.00 August 20, 1999
Walnut Creek, California
FOR VALUE RECEIVED, the undersigned, Lowestrate.com, Inc., a
Pennsylvania corporation, hereby promises to pay on August 21, 2001 ("Due
Date") to the order of FiNet.com, Inc., Delaware corporation, at such place
as the holder of this note (the "Note") may direct in writing, the principal
sum of Five Hundred Thousand Dollars ($500,000.00). This Note shall not bear
interest. This Note may be prepaid at any time without premium or penalty.
The undersigned may pay this Note in full at any time on or prior to the Due
Date by the delivery to the holder hereof of that number of shares of common
stock of FiNet.com, Inc. determined as follows: The amount to be repaid
divided by the greater of (i) the average closing price of a share of common
stock of FiNet.com, Inc. on the ten trading days immediately prior to the
date of payment, or (ii) $2.50.
This Note and all instruments securing same shall be deemed to be a
contract entered into and made pursuant to the laws of the State of
California and shall in all respects be governed, construed, and enforced in
accordance with the laws of said State.
The undersigned agrees, if this Note is placed in the hands of an
attorney for collection, to pay reasonable legal costs as permitted by law.
The undersigned waives demand, presentment for payment, notice of
non-payment or dishonor, notice of protest, and protest of this Note. No
delay on the part of the holder in exercising any right, power or privilege
pursuant to this Note shall operate as a waiver of the same, and no single or
partial exercise of any right, power or privilege shall constitute an
exhaustion or waiver of any of them, all of which shall continue for the
benefit of the holder.
This Note amended that certain Promissory Note dated August 20, 1999
and is secured pursuant to a Loan and Security Agreement dated August 20,
1999.
Dated: May 24, 2000
Lowestrate.com, Inc.
By____________________________
Its ________________
By____________________________
Its ________________
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GUARANTY
The undersigned guarantees the performance of Lowestrate.com, Inc.
pursuant to the above Amended Promissory Note; provided however, the
undersigned's liability hereunder may be satisfied in full, at the undersigned's
option, by the delivery to the holder hereof of that number of shares of
FiNet.com, Inc. Common Stock determined as follows: The amount of the unpaid
principal due under the Amended Promissory Note divided by the greater of (i)
the average closing price of a share of common stock of FiNet.com, Inc. on the
ten trading days immediately prior to the date of payment, or (ii) $2.50. The
undersigned acknowledges and agrees that the winding up, liquidation and
dissolution of Lowestrate.com, Inc. and FiNet's consent thereto, shall in no way
limit Lowestrate.com, Inc.'s liability under the Amended Promissory Note or the
undersigned's obligations pursuant to this guaranty.
The undersigned's obligations pursuant to this guaranty shall terminate
upon payment in full of the principal amount of the Amended Promissory Note.
___________________________
Robert J. Ross
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