II. CANCELLATION OF DEBT
2.1 In consideration for the purchase of the securities as stated in
Section 1.1 (i) herein, Peacetime agrees to cancel and discharge all of the
outstanding debt that was assumed by the Company pursuant to the Debt Repayment
Agreement. Said debt, including all outstanding principal and accrued interest,
totals $4,780,000.00.
2.2 In consideration for the purchase of the securities as stated in
Section 1.2 herein, Emerald agrees to cancel and discharge all of the
outstanding debt that was assumed by the Company pursuant to the Promissory Note
dated January 21, 1997 in the principal amount of $350,000.00.
2.3 In consideration for the purchase of the securities as stated in
Section 1.2 herein, Wallington agrees to cancel and discharge all of the
outstanding debt that was assumed by the Company pursuant to the Promissory Note
dated January 21, 1997 in the principal amount of $350,000.00.
2.4 Peacetime, Emerald and Wallington each agree to waive any and all
notice requirements that said debt instruments contain. Peacetime, Emerald and
Wallington discharge all obligations assumed by the Company under the Debt
Repayment Agreement and subsequent Promissory Notes and shall deliver to the
Company any and all canceled documents representing said debt to the Company
marked "paid in full" and "fully extinguished as a matter of law" within three (3) business days of the date of this Agreement.
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