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EXHIBIT 10.10
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<S> <C> <C>
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DRUGMAX.COM, INC. FIRST COMMUNITY BANK OF AMERICA ACCOUNT #: 9932-0106
12505 STARKEY ROAD SUITE A 6100 4TH STREET NORTH Loan Number 25408
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LARGO, FL 33703 ST. PETERSBURG, FL 33703 Date OCTOBER 1, 2000
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Maturity Date APRIL 1, 2001
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Loan Amount $ 1,000,000.00
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Renewal Of 25408
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BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS
"I" includes each borrower above, joint and "You" means the lender, its successors and
severally. assigns.
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For value received, I promise to pay to you, or your order, at your address listed above the PRINCIPAL sum of ONE MILLION AND
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NO/100** * * * * * * * * * * * * * * * * * * * * * * * * * * * * Dollars $ 1,000,000.00
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[_] Single Advance: I will receive all of this principal sum on ________________. No additional advances are contemplated under
this note.
[XX] Multiple Advance: The principal sum shown above is the maximum amount of principal I can borrow under this note. On OCTOBER
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1, 2000 ______________ I will receive the amount of $ 996,094.78 and future principal advances are contemplated.
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Conditions: The conditions for future advances are AS PER THE TERMS OF THE LINE OF CREDIT AGREEMENT OF EVEN DATE
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______________________________________________________________________________________________________________________________
[XX] Open End Credit: You and I agree that I may borrow up to the maximum amount of principal more than one time. This
feature is subject to all other conditions and expires on APRIL 1, 2001.
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[_] Closed End Credit: You and I agree that I may borrow up to the maximum only one time (and subject to all other
conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from OCTOBER 1, 2000 at the rate of 7.000% per year until
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FIRST CHANGE DATE.
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[XX] Variable Rate: This rate may then change as stated below.
[XX] Index Rate: The future rate will be 1.000% OVER the following index rate: RATE OF INTEREST PAID ON FIRST COMMUNITY BANK
----------- ---------------------------------------------
OF AMERICA
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CERTIFICATE OF DEPOSIT#30028380
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[_] No Index: The future rate will not be subject to any internal or external index. It will be entirely in your control.
[XX] Frequency and Timing: The rate on this note may change as often as MONTHLY
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A change in the interest rate will take effect ON THE SAME DAY
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[_] Limitations: During the term of this loan, the applicable annual interest rate will be more than __________ % or less
than _______________%. The rate may not change more than _________________% each ____________________________________.
Effect of Variable Rate: A change in the interest rate will have the following effect on the payments:
[XX] The amount of each scheduled payment will change. [XX] The amount of the final payment will change.
[_] _______________________________________________________________________________________________________________________.
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 basis.
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POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as
stated below:
[_] on the same fixed or variable rate basis in effect before maturity (as indicated above).
[XX] at a rate equal to 18%_________________________________________________________________________________________________.
[XX] LATE CHARGE: If a payment is made more than 10 days after it is due, I agree to pay a late charge of 5.000% OF THE LATE PAYMENT
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WITH A MINIMUM OF $15.00
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[XX] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following charges which [_] are [XX] are not included in the
principal amount above: LOAN FEE $125.00
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PAYMENTS: I agree to pay this note as follows:
[XX] Interest: I agree to pay accrued interest ON THE 1ST DAY OF EACH MONTH BEGINNING NOVEMBER 1, 2000
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______________________________________________________________________________________________________________________________
[XX] Principal: I agree to pay the principal APRIL 1, 2001
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______________________________________________________________________________________________________________________________
[_] Installments: I agree to pay this note in ____________ payments. The first payment will be in the amount of $ ________________
and will be due __________________________________________________. A payment of $ __________________ will be due ____________
________________________________________________________ thereafter. The final payment of the entire unpaid balance of
principal and interest will be due ________________________________________________________________________________.
ADDITIONAL TERMS:
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[XX] SECURITY: This note is separately secured by (describe PURPOSE: The purpose of this loan is BUSINESS: SHORT TERM
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separate document by type and date): SECURITY AGREEMENT WORKING CAPITAL/RENEWAL
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DATED MARCH 17, 2000 SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE
ON PAGE 2). I have received a copy on today's date.
(This section is for your internal use. Failure to list a
separate security document does not mean the agreement will
not secure this note.)
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DRUGMAX.COM, INC.
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Signature for Lender
BY: /s/ William Lagamba
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_________________________________________________________________ WILLIAM LAGAMBA, PRESIDENT
________________________________________________________________
_________________________________________________________________
________________________________________________________________
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DEFINITIONS: As used on page 1, "[x]" means the terms that apply to this loan.
"I," "me" or " my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and sureties) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lender
and its successors and assigns.
APPLICABLE LAW: The law of the state of Florida will govern this note. Any term
of this note which is contrary to applicable law will not be effective, unless
the law permits you and me to agree to such a variation. If any provision of
this agreement cannot be enforced according to its terms, this fact will not
affect the enforceability of the remainder of this agreement. No modification of
this agreement may be made without your express written consent. Time is of the
essence in this agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principle. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principle. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary).
INTEREST: Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If I receive the principal in more than one advance, each
advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal advanced at that time. Notwithstanding anything to the contrary, I do
not agree to pay and you do not intend to charge any rate of interest that is
higher than the maximum rate of interest you could charge under applicable law
for the extension of credit that is agreed to here (either before or after
maturity). If any notice of interest accrual is sent and is in error, we
mutually agree to correct it, and if you actually collect more interest than
allowed by law and this agreement, you agree to refund it to me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will
determine the number of days in a "year." If no accrual method is stated,
then you may use any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph below.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.
"Right to receive money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your possession
for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of
which you entitled to demand payment under the terms of this note at the time
you set off. This total includes any balance the due date for which you
properly accelerate under this note.
If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless from any such claims arising as a result of your exercise of your
right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein.
DEFAULT: I will be in default if any one or more of the following occur:
(1) I fail to make a payment on time or in the amount due; (2) I fail to keep
the property insured, if required; (3) I fail to pay, or keep any promise, on
any debt or agreement I have with you; (4) any other creditor of mine attempts
to collect any debt I owe him through court proceedings; (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to
pay my debts as they become due): (6) I make any written statement or provide
any financial information that is untrue or inaccurate at the time it was
provided; (7) I do or fail to do something which causes you to believe that
you will have difficulty collecting the amount I owe you; (8) any collateral
securing this note is used in a manner or for a purpose which threatens
confiscation by a legal authority; (9) I change my name or assume an
additional name without first notifying you before making such a change; (10) I
fail to plant, cultivate and harvest crops in due season; (11) any loan
proceeds are used for a purpose that will contribute to excessive erosion of
highly erodible land or to the conversion of wetlands to produce an agricultural
commodity, as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.
REMEDIES: If I am default on this note you have, but are not limited to, the
following remedies:
(1) You may demand immediate payment of all I owe you under this note
(principal, accrued unpaid interest and other accrued charges).
(2) You may set off this debt against any right I have to the payment of
money from you, subject to the terms of the "Set-off" paragraph herein.
(3) You may demand security, additional security, or additional parties to
be obligated to pay this note as a condition for not using any other
remedy.
(4) You may refuse to make advances to me or allow purchases on credit by
me.
(5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the event as a default if
it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any reasonable
fee you incur with such attorney plus court costs (except where prohibited by
law). I agree that reasonable attorney's fees shall be construed to mean 10% of
the principal sum named in this note, or such larger fee that the court may
determine to be reasonable and just. To the extent permitted by the United
States Bankruptcy Code, I also agree to pay the reasonable attorney's fees and
costs you incur to collect this debt as awarded by any court exercising
jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest); or
(3) give notice that amounts due have not been paid (notice of dishonor).
I waive any defenses I have based on suretyship or impairment of
collateral.
To the extent permitted by law, I also waive my right to a trial by jury in
respect to any litigation arising from this note and any other agreement
executed in conjunction with this credit transaction.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor). You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note by all or less than all of us will not release me from my
duty to pay it. (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time without limit
or notice and for any term without affecting my liability for payment of the
note. I will not assign my obligation under this agreement without your prior
written approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information about
me from time to time (for example, by requesting a credit report) and to report
to others your credit experience with me (such as a credit reporting agency). I
agree to provide you, upon request, any financial statement or information you
may deem necessary. I warrant that the financial statements and information I
provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in writing
of any change in my address. I will give any notice to you by mailing it first
class to your address stated on page 1 of this agreement, or to any other
address that you have designated.
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DATE OF PRINCIPAL BORROWER'S PRINCIPAL PRINCIPAL INTEREST INTEREST INTEREST
TRANSACTION ADVANCE INITIALS PAYMENTS BALANCE RATE PAYMENTS PAID
(not required) THROUGH:
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<S> <C> <C>
DRUGMAX.COM, INC. FIRST COMMUNITY BANK OF AMERICA
--------------------------------- 6100 4TH STREET NORTH
12505 STARKEY ROAD SUITE A ST. PETERSBURG, FL 33703
---------------------------------
LARGO, FL 33703 Line of Credit No. 25408
--------------------------------- -----
--------------------------------- Date OCTOBER 1, 2000
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BORROWER'S NAME AND ADDRESS LENDERS'S NAME AND ADDRESS Max. Credit Amt. $1,000,000.00
"I" includes each borrower above, "You" means the lender, its successors and assigns. -------------
jointly and severally. Loan Ref. No. 25408
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</TABLE>
You have extended to me a line of credit in the
AMOUNT of ONE MILLION AND NO/100 $ 1,000,000.00
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You will make loans to me from time to time until 5:00 Pm. on APRIL 1, 2001.
----- --- ------------
Although the line of credit expires on that date, I will remain obligated to
perform all my duties under this agreement so long as I owe you any money
advanced according to the terms of this agreement, as evidenced by any note or
notes I have signed promising to repay these amounts.
This line of credit is an agreement between you and me. It is not intended
that any third party receive any benefit from this agreement, whether by direct
payment, reliance for future payment or in any other manner. This agreement is
not a letter of credit.
1. AMOUNT: This line of credit is:
[XX] OBLIGATORY: You may not refuse to make a loan to me under this line of
credit unless one of the following occurs:
a. I have borrowed the maximum amount available to me;
b. This line of credit has expired;
c. I have defaulted on the note (or notes) which show my indebtedness
under this line of credit;
d. I have violated any term of this line of credit or any note or other
agreement entered into in connection with this line of credit;
e.________________________________________________________________
__________________________________________________________________
__________________________________________________________________
[_] DISCRETIONARY: You may refuse to make a loan to me under this line
of credit once the aggregate outstanding advances equal or exceed
________________________________________ $ _______________.
Subject to the obligatory or discretionary limitations above, this line of
credit is:
[XX] OPEN-END (Business or Agricultural only): I may borrow up to the
maximum amount of principal more than one time.
[_] CLOSED-END: I may borrow up to the maximum only one time.
2. PROMISSORY NOTE: I will repay any advances made according to this line of
credit agreement as set out in the promissory note, I signed on OCTOBER 1,
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2000, or any note(s) I sign at a later time which represent advances under
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this agreement. The note(s) set(s) out the terms relating to maturity,
interest rate, repayment and advances. If indicated on the promissory
note, the advances will be made as follows:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
3. RELATED DOCUMENTS: I have signed the following documents in connection with
this line of credit and note(s) entered into in accordance with this line
of credit:
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[_] security agreement dated_________________________ [XX] SAVINGS ASSIGNMENT DATED 3/17/00
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[_] mortgage dated___________________________________ [XX] SECURITY AGREEMENT DATED 3/17/00
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[_] guaranty dated___________________________________ [_] ________________________________
</TABLE>
4. REMEDIES: If I am in default on the note(s) you may:
a. take any action as provided in the related documents;
b. without notice to me, terminate this line of credit.
By selecting any of these remedies you do not give up your right to later
use any other remedy. By deciding not to use any remedy should I default,
you do not waive your right to later consider the event a default, if it
happens again.
5. COSTS AND FEES: If you hire an attorney to enforce this agreement I will pay
your reasonable attorney's fees, where permitted by law. I will also pay
your court costs and costs of collection, where permitted by law.
6. COVENANTS: For as long as this line of credit is in effect or I owe you money
for advances made in accordance with the line of credit, I will do the
following:
a. maintain books and records of my operations relating to the need for this
line of credit;
b. permit you or any of your representatives to inspect and/or copy these
records;
c. provide to you any documentation requested by you which support the
reason for making any advance under this line of credit;
d. permit you to make any advance payable to the seller (or seller and me)
of any items being purchased with that advance;
e. ______________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
7. NOTICES: All notices or other correspondence with me should be sent to my
address stated above. The notice or correspondence shall be effective when
deposited in the mail, first class, or delivered to me in person.
8. MISCELLANEOUS: This line of credit may not be changed except by a written
agreement signed by you and me. The law of the state in which you are
located will govern this agreement. Any term of this agreement which is
contrary to applicable law will not be effective, unless the law permits you
and me to agree to such a variation.
SIGNATURES: I AGREE TO THE TERMS OF THIS
FOR THE LENDER LINE OF CREDIT. I HAVE RECEIVED A COPY
ON TODAY'S DATE.
/s/ Scott C. Boyle DRUGMAX.COM, INC.
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SCOTT C. BOYLE
Title PRESIDENT/CEO BY /s/ William Lagamba
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WILLIAM LAGAMBA, PRESIDENT
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(page 1 of 1)
