Trinity Medical Group Inc – ‘SB-2/A’ on 9/25/02 – EX-4

On:  Wednesday, 9/25/02, at 12:57pm ET   ·   Accession #:  910680-2-802   ·   File #:  333-99719

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      SB-2/A - 9/2002                                       93    482K 
 2: EX-4        Ex-4.20 - Amdt. #2 - Convertible Prom. Note            5     17K 
 4: EX-5        Exhibit 5.1 - Opinion                                  2     15K 
 3: EX-23       Ex-23.2 - Consent of Independent CPAs - 9/23/02        1      5K 

EX-4   —   Ex-4.20 – Amdt. #2 – Convertible Prom. Note

EX-4
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EXHIBIT 4.20

AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE

THIS AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE (this "Amendment"),         
effective as of August 29, 2002 (the "Effective Date") is entered into by and   
between ROYCAP INC., a corporation organized under the laws of Ontario, Canada  
(the "Holder") and TRINITY MEDICAL GROUP USA, INC., a Florida corporation (the  
"Maker"), with respect to the following facts.                                  

RECITALS

     A. The Holder and the Maker entered into the Convertible Promissory
Note (the "Agreement") dated as of June 29, 2001, which had an original Maturity
Date of June 29, 2002 and had an outstanding principal balance of $300,000 USD  
as of June 29, 2002 and as of the Effective Date.                               

         B. The Holder and the Maker entered into Amendment No. 1 to Convertible
Promissory Note dated as of July 11, 2002, which provided for an extension of   
the original Maturity Date to July 21, 2002.                                    

   C. The parties now desire to amend the Agreement on the terms and
conditions set forth below.                                                     

    NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth below, the parties amend the Agreement and otherwise 
agree as follows:                                                               

ARTICLE 1 
EXTENSION OF MATURITY DATE

     1.1 Section 2 of the Agreement shall be restated in its entirety to
read as follows:                                                                

                  2. Payment of Principal. At the Maturity Date, the outstanding
    principal amount of this Note plus all accrued and unpaid interest
  herein shall be due and payable in cash or, at the option of the
         Holder, converted into the Maker's Common Stock at the conversion price
   per share of Common Stock set forth in Section 7 hereof. Upon the
 conversion of this Note as provided in Section 7(a) hereof, the
  outstanding principal amount of this Note, together with accrued
  interest hereon, shall be deemed to be the consideration for the
 Holder's interest in the Common Stock on the Maturity Date. For
        purposes of this Note, the term "Maturity Date" shall mean the earlier
      of (i) February 28, 2003; or (ii) the date on which the Note becomes
immediately due and payable pursuant to Section 6 hereof.     

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 ARTICLE 2
ADDITIONAL CONVERTIBLE PROMISSORY NOTE

         For value received, the undersigned, TRINITY MEDICAL GROUP USA, INC., a
Florida corporation (the "Maker"), hereby unconditionally promises to pay to the
order of ROYCAP INC., a corporation organized under the laws of Ontario, Canada 
(the "Holder"), at such place as the Holder may designate, the principal sum of 
FIFTY THOUSAND DOLLARS ($50,000 USD) on the Maturity Date (as such term is      
hereinafter defined), and to pay interest on the unpaid principal amount of this
Note, commencing from the date hereof, before and after the Maturity Date and   
after any judgment until paid in full, at the rate of eight percent (8%) per    
annum (computed on the basis of a year of 360 days for the actual number of days
elapsed) until paid in full, in accordance with this Note. All payments         
hereunder shall be in lawful money of the United States and in immediately      
available funds.                                                                

       Payment of Principal. At the Maturity Date, the outstanding principal
amount of this Note plus all accrued and unpaid interest herein shall be due and
payable in cash or, at the option of the Holder, converted into the Maker's     
Common Stock at the conversion price per share of Common Stock set forth in     
Section 7 of the Agreement. Upon the conversion of this Note as provided in     
Section 7(a) of the Agreement, the outstanding principal amount of this Note,   
together with accrued interest hereon, shall be deemed to be the consideration  
for the Holder's interest in the Common Stock on the Maturity Date. For purposes
of this Note, the term "Maturity Date" shall mean the earlier of (i) February   
28, 2003; or (ii) the date on which the Note becomes immediately due and payable
pursuant to Section 6 of the Agreement.                                         

   Interest. Interest on the outstanding principal amount under this
Additional Convertible Promissory Note shall accrue, in arrears, at the rate set
forth herein, commencing from the date hereof and continuing until the earlier  
of (i) the conversion of this Note in accordance with Section 7 of the Agreement
and (ii) the payment in full of the outstanding principal amount of this        
Additional Convertible Promissory Note. Accrued interest shall be due and       
payable on February 28, 2003 in cash or, at the option of the Maker, converted  
into shares of the Maker's common stock, par value $.001 per share (the "Common 
Stock") at the conversion price set forth in Section 7 of the Agreement.        

        All other terms and conditions provided for in the Agreement, apply to
this Additional Convertible Promissory Note except for as explicitly excluded or
amended herein.                                                                 

 ARTICLE 3
COLLATERAL

 Both the Promissory Note dated June 29, 2001 and the Additional
Convertible Promissory Note referenced herein, shall be collateralized and      
secured by ONE MILLION AND TWO HUNDRED THOUSAND (1,200,000) shares of restricted
common stock of The Immune Response Corporation, which his held and fully owned 
by the Maker.                                                                   

2 

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 ARTICLE 4
 EVENTS OF DEFAULT

      Section 5 of the Agreement shall apply to the Additional Convertible
Promissory Note referenced in Article 2 above. In addition, both the Promissory 
Note dated June 29, 2001 and the Additional Convertible Promissory Note         
referenced herein, shall be declared immediately in default if at any time      
during the term of the Notes the closing price of The Immune Response           
Corporation's common stock is below $.30 for five (5) consecutive trading days. 

 ARTICLE 5
WARRANTS

Section 3 of the Agreement shall be supplemented as follows:                    

         On the date of conversion of the remaining principal balance ($300,000)
of the Promissory Note dated June 29, 2001 and the Additional Convertible       
Promissory Note referenced herein, the Maker shall have issued to the Holder a  
warrant, substantially in the form attached as Attachment A to the Agreement    
(the "Warrant") to purchase such number of shares of the Maker's Common Stock   
equal to aggregate number of shares of Common Stock issued upon conversion of   
the outstanding Notes. The Warrant shall have an exercise price equal to $.10   
per share of the Maker's Common Stock and shall have a term of five (5) years   
from its date of issuance.                                                      

        Additionally, the Maker immediately grants to the Holder a Transaction
Warrant to purchase ONE MILLION (1,000,000) shares of the Maker's Common Stock. 
The Transaction Warrant shall have an exercise price equal to $.10 per share of 
the Maker's Common Stock and shall have a term of five (5) years from the       
Effective Date.                                                                 

 ARTICLE 6
REGISTRATION OF CONVERSION SHARES AND WARRANTS

     The Maker is required to file a registration statement covering the
estimated number of shares upon conversion of the Promissory Note dated June 29,
2001 (including any shortfall shares), the Additional Convertible Promissory    
Note referenced herein and the related Warrant shares and Transaction Warrant   
shares as soon as possible, but in any event not later than 45 days following   
the Effective Date.                                                             

3 

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 ARTICLE 7
 MISCELLANEOUS

       7.1 All terms used, but not defined, in this Amendment shall have the
respective meanings set forth in the Agreement.                                 

  7.2 This Amendment shall be effective for all purposes as of the
Effective Date. Except as otherwise expressly modified by this Amendment, the   
Agreement shall remain in full force and effect in accordance with its terms.   

       7.3 This Amendment shall be governed by, interpreted and construed in
accordance with the laws of the State of New York, without regard to conflict of
law principles.                                                                 

         7.4 This Amendment may be executed in counterparts, each of which shall
be deemed to be an original and together shall be deemed to be one and the same 
document.                                                                       

         7.5 In the event of default as defined in Section 5 of the Agreement or
Article 4 herein, The Maker will deliver the collateral to the Holder with all  
the necessary powers of attorney or other such documentation as required to     
transfer the collateral to the holder. In the event of default, the Holder may  
convert the Promissory Note dated June 29, 2001 and the Additional Convertible  
Promissory Note into the collateral shares. The value of the collateral shares  
will be valued using 80% of the average closing price for the three days        
preceding the conversion date(s). Any residual shares after the notes have been 
paid off including interest and penalties, if any, will be promptly returned to 
the Maker. In the event that the collateral is not sufficient to pay down the   
notes the Maker will be liable for any balances outstanding.                    

   7.6 Holder hereby agrees to accept the collateral as specified in
Article 3 herein and to pursue no other legal remedies or actions against the   
Maker.                                                                          

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      IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment effective as of the Effective Date.                              

       ROYCAP INC.

                By /S/ Stephen Rider
                                       -------------------------------------
               Stephen Rider
                                       Chief Executive Officer and President

                           TRINITY MEDICAL GROUP USA, INC.

                 By /S/ Gary E. Wilson
                                       -------------------------------------
                Gary E. Wilson
                         Chief Financial Officer

                   By /S/ James S. Namnath
                                       -------------------------------------
                  James S. Namnath
                         Chief Executive Officer

5 

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		2/28/03		1		2			None on these Dates
Filed on:		9/25/02
		8/29/02		1
		7/21/02		1
		7/11/02		1
		6/29/02		1
		6/29/01		1		4
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