Date: JANUARY 10, 2001
Customer Name: BOOK TECH. INC. Customer # 500520424
42 CUMMING PARK
WOBURN, MA. 01801
1. Amount Financed: $455,627.18 3 Total of Payments (1+2): $496,073.34
2. Interest: $40,446.16 4. Interest Rate: 16%
A. TERMS AND REPAYMENT: For value received the undersigned (hereinafter
referred to as "Customer") promises to pay to THE DOCUMENT COMPANY, XEROX
at its offices at HEADQUARTERS PROGRAMS & CONTROL, 150 EAST MAIN ST.,
ROCHESTER, NY 14604, or to anyone Xerox may designate. the sum of
$455,627.18 together with interest at a rate of 16% per annum in 12 equal
monthly payments of $41,339.44 each, beginning FEBRUARY 15, 2001 on the
15TH day of each month thereafter with the final payment of $41,339.44 due
on JANUARY 10, 2002. This will constitute "total of payments" (Item 3,
above). Customer agrees. however, that Xerox may accelerate the outstanding
principle balance of this note upon the happening of any event of default
as defined below.
B. DEFAULT: At Xerox's option, the unpaid balance of the amount financed and
all unpaid accrued interest will become immediately due and payable without
any notice or demand to Customer if any one or more of the following events
occur:
1. Failure to pay any installment due under this agreement within ten
(10) days of the due date;
2. Upon the event of an assignment for the benefit of creditors of, or
the commencement of any bankruptcy, receivership, insolvency, or
liquidation proceedings by or against Customer;
3. Failure to pay any other obligation of Customer to Xerox within thirty
(30) days of due date;
4. Failure of Customer to comply with any or all of the terms and
conditions of this agreement.
C. SECURITY INTEREST: Customer recognizes and agrees that the Security
Interest originally granted to Xerox in connection with any Term Lease,
Installment Purchase, or Outright Sale of equipment under any of the above
referenced customer numbers continues uninterrupted and is additional
security for sums due under this promissory note.
D. LEGAL FEES AND COURT COSTS: In the event that legal proceedings are
instituted to collect any amount due upon any installment of this note, the
undersigned, jointly and
1
<PAGE>
severally, agree to pay to the holder hereof in addition to the amount of
the unpaid balance or principal and accrued unpaid interest, all costs and
expenses of such proceedings including reasonable attorney fees.
E. WAIVER: The undersigned and all guarantors hereof hereby jointly and
severally waive presentment for payment, demand, notice of non-payment, and
notice of sureties. Guarantors consent to any and all extension of time,
renewals, waivers, or modifications that may be granted by Xerox with
respect to the payments or other provisions of this note, and to the
release of the collateral, or any part thereof without substitution and
agree that additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to them or without affecting their
liabilities thereunder.
No delay or omission to exercise any right, power or remedy accruing to
Xerox upon breach or default by Customer or guarantor under this promissory
note shall impair any such right, power or remedy of Xerox, or shall be
construed as a waiver of any breach or default or any similar breach or
default thereafter occurring; nor shall any waiver of a single breach or
default be deemed a waiver of any subsequent breach or default. All waivers
by Xerox must be in writing.
F. MISCELLANEOUS
Payments due under this Promissory Note shall be made without claim of
set-off, counterclaim or deduction of any nature or kind or for any cause
whatsoever.
Upon prior written notice, Xerox may change the address to which Customer
makes payments under this Promissory Note. Customer shall give Xerox
reasonable prior written notice of any address change by Customer.
The liability of each of the undersigned shall be absolute and
unconditional and without regard to the liability of any other party.
This promissory note and the security interest(s) granted to Xerox shall be
governed by and interpreted in accordance with the laws of MA.
01.11.01 booktech.com
----------------------------- ----------------------------------------
Date Print Name of Customer
By: /s/ MORRIS A SHEPARD
-----------------------------
Name and Title
Morris A. Shepard, Ph.D.
2
<PAGE>
As additional consideration for the refinancing of the principal balance of this
Promissory Note, the undersigned personally guarantees payment of this note in
accordance with its tenor.
/S/ MORRIS A. SHEPARD 01.11.01
---------------------------------- ----------------------------------------
Guarantor Date
---------------------------------- ----------------------------------------
Guarantor Date
33 Fells Road
----------------------------------
Address
Winchester, MA 01890
----------------------------------
Accepted by The Document Company, Xerox:
----------------------------------------
Name and Title
3
</TEXT>
</DOCUMENT>
EXHIBIT 11.1
booktech.com, inc. and Subsidiary
Computation of Net Loss Per Common Share
For the Year Ended December 31, 2000, the Five Months Ended December 31, 1999
and the Year Ended July 31, 1999
<TABLE>
<CAPTION>
Five Months
Year Ended Ended
December 31, December 31, Year Ended
2000 1999 July 31, 1999
------------ ------------ -------------
<S> <C> <C> <C>
BASIC NET LOSS PER COMMON SHARE:
Net loss attributable to common stockholders ........... $ (8,194,279) $ (1,060,646) $ (2,182,431)
------------ ------------ ------------
Weighted average number of common shares outstanding:
Common Stock ...................................... 16,123,291 6,921,001 6,016,552
------------ ------------ ------------
Basic net loss per common share ........................ $ (.51) $ (.15) $ (.36)
============ ============ ============
DILUTED NET LOSS PER COMMON SHARE:
Net loss attributable to common stockholders ........... $ (8,194,279) $ (1,060,646) $ (2,182,431)
------------ ------------ ------------
Weighted average number of common shares outstanding:
Common Stock ...................................... 16,123,291 6,921,001 6,016,552
Effect of Potentially dilutive common shares ...... -- -- --
------------ ------------ ------------
Total ........................................ 16,123,291 6,921,001 6,016,552
------------ ------------ ------------
Diluted net loss per common share ................. $ (.51) $ (.15) $ (.36)
============ ============ ============
</TABLE>
</TEXT>
</DOCUMENT>
EXHIBIT 21
booktech.com, inc. and Subsidiary
Subsidiary of the Registrant
Subsidiary Name State of Incorporation
---------------- ----------------------
booktechmass. com, inc. Massachusetts
42 Cummings Park
Woburn, Massachusetts 01801 |
