Promissory Note and Modification Agreements between LightFirst Inc. and Richard R. Gritzke

Summary

LightFirst Inc. borrowed $420,000 from Richard R. Gritzke, with Martin P. Gilmore and Robert L. Gritzke guaranteeing repayment and pledging their properties as collateral. The loan carries a 10% interest rate, with full repayment of principal and interest due at maturity. The original 90-day term was extended twice, first to June 1, 2003, and then to January 2, 2004, through written agreements. All other terms of the original note remain in effect, and the agreements are governed by Illinois law.

EX-10.3 8 c78233exv10w3.txt PROMISSORY NOTE EXHIBIT 10.3 Promissory Note Borrower: LightFirst Inc. Lender: Richard R. Gritzke Guarantors: Martin P. Gilmore and Robert L. Gritzke will be jointly and severally liable for the full amount of indebtedness. Loan Amount: $420,000 Start Date: July 15, 2002 Term: 90 Days Interest: 10% Payment: Principle and interest due in full on due date. Collateral: Properties of the guarantors (a) Martin P. Gilmore 5701 Silentbrook Lane Rolling Meadows, IL 60008 (b) Robert L. Gritzke 825 Center Ct Unit 501 Des Plaines, IL 60016 Special Conditions: 1. Martin P. Gilmore and Robert L. Gritzke warrant that the value of the collateral offered minus any loans, leans, encumbrances or indebtedness exceed the amount of the loan by 30% and that this ratio will be maintained during the term of the loan. 2. Both guarantors pledge to repay the loan in full prior to filing for bankruptcy. 3. This document replaces the previous document entitled "Bridge Loan" dated 7/15/2002. Document is to be signed by both guarantors and notarized. Signed: _________________________________ Date: ___________ Martin P. Gilmore Signed: _________________________________ Date: ___________ Robert L. Gritzke Notarized: ______________________________ Date: ___________ MODIFICATION AND EXTENSION AGREEMENT THIS MODIFICATION AND EXTENSION AGREEMENT ("Agreement") is made as of the 10th day of October, 2002 by and among LightFirst Inc. ("Borrower"), Martin P. Gilmore ("First Guarantor"), Robert L. Gritzke ("Second Guarantor"), and Richard R. Gritzke ("Lender"). RECITALS A. Borrower owes the sum of FOUR HUNDRED TWENTY THOUSAND DOLLARS pursuant to that certain Promissory Note dated July 15, 2002, a copy of which is attached hereto as Exhibit "A" (hereinafter referred to as the "Note"). B. Borrower and Guarantors desire to modify and extend the Note and Lender is willing to do so. C. The parties hereto are desirous of entering into this Agreement and modifying the Note in accordance with the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, included but not limited to, the Recitals above, the parties hereto agree as follows: 1. Maturity Date Extension. Borrower and Lender agree that the maturity date of the Note is hereby extended and modified from the 90th day after July 15, 2002 to June 1, 2003 ("Maturity Date"). 2. Interest. The Note shall continue to bear interest at a rate of 10%. 3. Payments. Payment of the principle and interest is due in full on the Maturity Date. 4. Status of Note and Collateral. This Agreement constitutes a modification of the Note only with respect to all matters set forth herein. All of the other terms, covenants, conditions and agreements contained in the Note shall remain in full force and effect. This Agreement shall not release Borrower from any liability under the Note. 5. Binding Effect. This Agreement represents the complete understanding and entire agreement of the parties as to the subject matter contained herein, and may not be amended except by a writing executed by both parties. This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of each of the parties hereto. 6. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 7. Severability. In the event any one or more of the provisions of this Agreement or the Note are held to be invalid, illegal or unenforceable in any respect by any court or other entity having the authority to do so, the validity of the remaining provisions hereof and thereof shall in no way be affected, prejudiced, or disturbed. 8. Miscellaneous. The titles of the paragraphs hereof are for reference purposes only and do not constitute part of this Agreement. This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. BORROWER LightFirst Inc., a Delaware corporation By: ___________________________________ Martin P. Gilmore Its: President FIRST GUARANTOR Martin P. Gilmore By: ___________________________________ Martin P. Gilmore SECOND GUARANTOR Robert L. Gritzke By: ___________________________________ Robert L. Gritzke LENDER Richard R. Gritzke By: ___________________________________ Richard R. Gritzke MODIFICATION AND EXTENSION AGREEMENT THIS MODIFICATION AND EXTENSION AGREEMENT ("Agreement") is made as of the 30th day of May, 2003 by and among LightFirst Inc. ("Borrower"), Martin P. Gilmore ("Guarantor"), and Richard R. Gritzke ("Lender"). RECITALS A. Borrower owes the sum of FOUR HUNDRED TWENTY THOUSAND DOLLARS pursuant to that certain Promissory Note dated July 15, 2002, a copy of which is attached hereto as Exhibit "A" (hereinafter referred to as the "Note"). B. The maturity date of the Note was extended and modified from the 90th day after July 15, 2002 to June 1, 2003 in accordance with that certain Modification and Extension Agreement dated October 10, 2002, a copy of which is attached hereto as Exhibit "B" (hereinafter referred to as the "Extension"). C. Borrower and Guarantor desire to modify and extend the Note and Lender is willing to do so. D. The parties hereto are desirous of entering into this Agreement and modifying the Note in accordance with the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, included but not limited to, the Recitals above, the parties hereto agree as follows: 1. Maturity Date Extension. Borrower and Lender agree that the maturity date of the Note, as previously defined in paragraph 1 of the Extension, is hereby extended and modified from June 1, 2003 to January 2, 2004 ("Maturity Date"). 2. Interest. The Note shall continue to bear interest at a rate of 10%. 3. Payments. Payment of the principle and interest is due in full on the Maturity Date. 4. Status of Note and Collateral. This Agreement constitutes a modification of the Note and the Extension, as previously modified, only with respect to all matters set forth herein. All of the other terms, covenants, conditions and agreements contained in the Note and the Extension shall remain in full force and effect. This Agreement shall not release Borrower from any liability under the Note or the Extension. 5. Binding Effect. This Agreement represents the complete understanding and entire agreement of the parties as to the subject matter contained herein, and may not be amended except by a writing executed by both parties. This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of each of the parties hereto. 6. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 7. Severability. In the event any one or more of the provisions of this Agreement or the Note are held to be invalid, illegal or unenforceable in any respect by any court or other entity having the authority to do so, the validity of the remaining provisions hereof and thereof shall in no way be affected, prejudiced, or disturbed. 8. Miscellaneous. The titles of the paragraphs hereof are for reference purposes only and do not constitute part of this Agreement. This Agreement shall be construed in accordance with and governed by the laws of the State of Illinois. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. BORROWER LightFirst Inc., a Delaware corporation By: ___________________________________ Martin P. Gilmore Its: President GUARANTOR Martin P. Gilmore By: ___________________________________ Martin P. Gilmore LENDER Richard R. Gritzke By: ___________________________________ Richard R. Gritzke