I had a client I've worked with before approach me for a follow-on
project. They're strapped for cash at the moment, but had been perfect
with payments on time in previous project that lasted 10 months.
They'd like to defer some of the costs of development for a period,
which I can sympathize with, but I'm not a bank and am fairly naive
over the terms offered. Anyone have an opinion (ha! In this crowd, has
anyone got an opinion -- what a funny guy!) on whether this is ever a
good idea or gotches on these terms:

Time billable at $X.00 / hour

Compensation split

One-third = cash payable monthly NET 30
Two-thirds = convertible, unsecured 90-day note at Prime + 3%

Each 90 days, client will pay interest due and roll note over for
another 90 days or offer the choice of the following options

 - payment in full of all principal and interest due
 - conversion to equity at the rate of $XXk owed = 1 % equity (or fraction
thereof)

I don't think it's such a good idea to get into the loan business
myself. But I'd welcome comments if someone has done this with clients
to hear how it worked out. The red flags for me include "unsecured",
options appear to be at the client's discretion (getting the client to
clarify the options here) and conversion to a minority shareholder.
Obviously, if the business goes Google, that could be gigabux, but the
reality is that's it's more likely pennies on the dollar, or
nothing...


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