Common use of Mortgage Note Clause in Contracts

Mortgage Note. The Seller's Price Guarantee shall be evidenced by its Mortgage Note in substantially the form of Exhibit A attached to this Agreement in the principal amount of $255,000. The Mortgage Note shall be dated as of the Closing Date and shall be due and payable twenty four (24) months from its issuance. Commencing on September 1, 2001 and continuing for the next eight (8) successive months, Buyer shall be required each such month to convert a portion of the Mortgage Note into shares of the Seller's Common Stock, the mandatory conversion dates and number of shares to be issued on each mandatory conversion date are set forth in Schedule I attached hereto (the "Monthly Allocation"). Commencing on September 30, 2001 and continuing on the last day of each of the next eight (8) successive months, the principal amount of the Mortgage Note shall be reduced by the greater of (i) the actual gross proceeds received by Buyer for sale of the Monthly Allocation and any previously issued Monthly Allocation shares not sold during the applicable month during the applicable month made in accordance with Rule 144, or (ii) the average of the closing price for the Seller's Common Stock from the 1st day of the applicable month to the next to last day of the applicable month as quoted on the OTC BB times the Monthly Allocation (the greater of subsection (i) or (ii) hereinafter referred to as the "Incremental Mortgage Reduction Amount"). In the event that Incremental Mortgage Reduction Amount is less than the Monthly Allocation times $2.50 per share during the applicable month (the "Target Reduction Amount"), the difference between the Target Reduction Amount and the Incremental Mortgage Reduction Amount realized shall bear interest at the rate of 11.11% per annum until paid. To assist Seller in making this calculation, Buyer agrees to provide evidence of all sales made in the applicable month to Seller by the tenth (10th) day of the succeeding month. Each successive Incremental Mortgage Reduction Amount shall be applied first to accrued but unpaid interest and thereafter as a reduction to principal. At the end of the term of the Mortgage Note, all unpaid principal and accrued interest not otherwise paid by the incremental reductions to principal shall be due and payable. In the event that incremental reductions pay off the entire Mortgage Note and any accrued but unpaid interest prior to the end of the term, any Monthly Allocation shares not previous issued to Buyer shall be immediately issued, the Mortgage Note shall be canceled and any unsold shares delivered to or held by Buyer, if any, may be retained or sold by the Buyer pursuant to Rule 144 as he so elects. If at any time during the term of the Mortgage Note the aggregate of all of the Incremental Mortgage Reduction Amounts is equal to or above $255,000, or at the end of the term at such time as Seller pays all unpaid principal and accrued but unpaid interest, the entire Mortgage Note and Mortgage and Security Agreement shall be released and satisfied and Buyer (1) authorizes Mintmire & Associates to provide the Seller with the Release executed simultaneously with this Agreement and being held in escrow by them; (2) authorizes the Seller to record the Release; and (3) agrees to cancel and return the original Mortgage Note to the Seller. Interest, if any, shall be calculated on the basis of a year of 360 days. Any unpaid principal or accrued but unpaid interest due at the end of the term shall be payable at the Lender's Principal Office.

Mortgage Note. The SellerBorrower's Price Guarantee shall be is evidenced by its Mortgage Note in substantially the form of Exhibit A attached to this Agreement in the principal amount of $255,000Note. The Mortgage Note shall be This Note, dated as of the Closing Payment Delivery Date and shall be as defined in the Acquisition Agreement, is due and payable twenty four (24) months from its issuance. Commencing on September 1, 2001 the first anniversary of the Payment Delivery Date and continuing for the next eight (8) successive months, Buyer shall be required each such month to convert a portion of the Mortgage Note into shares of the Seller's Common Stock, the mandatory conversion dates and number of shares to be issued on each mandatory conversion date are set forth in Schedule I attached hereto (the "Monthly Allocation"). Commencing on September 30, 2001 the Payment Delivery Date and continuing on the last day of each of the next eight (8) successive months, the principal amount of the Mortgage Note shall be reduced by the greater of (i) the actual gross proceeds received by Buyer for sale of the Monthly Allocation and any previously issued Monthly Allocation shares not sold during the applicable month during the applicable month made in accordance with Rule 144, or (ii) the average of the closing price for the Seller's Common Stock from the 1st day of the applicable month to the next to last day of the applicable month as quoted on the OTC BB times the Monthly Allocation (the greater of subsection (i) or (ii) hereinafter referred to as the "Incremental Mortgage Reduction Amount"). In the event that Incremental Mortgage Reduction Amount is less than the Monthly Allocation times $2.50 per share during the applicable month (the "Target Reduction Amount"), the difference between the Target Reduction Amount and the Incremental Mortgage Reduction Amount realized shall bear interest at the rate of 11.11% per annum until paid. To assist Seller in making this calculation, Buyer agrees to provide evidence of all sales made in the applicable month to Seller by the tenth (10th) day of the succeeding month. Each successive Incremental Mortgage Reduction Amount shall be applied first to accrued but unpaid interest and thereafter as a reduction to principal. At the end of the term of the Mortgage Note, all unpaid principal and accrued interest not otherwise paid by the incremental reductions to principal shall be due and payable. In the event that incremental reductions pay off the entire Mortgage Note and any accrued but unpaid interest prior to the end of the term, any Monthly Allocation shares not previous issued to Buyer shall be immediately issued, the Mortgage Note shall be canceled and any unsold shares delivered to or held by Buyer, if any, may be retained or sold by the Buyer pursuant to Rule 144 as he so elects. If at any time during the term of the Mortgage Note the aggregate of all of the Incremental Mortgage Reduction Amounts is equal to or above $255,000495,000, or at the end of the term at such time as Seller pays all unpaid principal and accrued but unpaid interest, the entire Mortgage Note and Mortgage and Security Agreement shall be released and satisfied and Buyer (1) authorizes Mintmire & Associates to provide the Seller with the Release executed simultaneously with this Agreement and being held in escrow by them; (2) authorizes the Seller to record the Release; and (3) agrees to cancel and return the original Mortgage Note to the Seller. Interest, if any, shall be calculated on the basis of a year of 360 days. Any unpaid principal or accrued but unpaid interest due at the end of the term shall be payable at the Lender's Principal Office.

Mortgage Note. The Seller's Price Guarantee shall be evidenced by its Mortgage Note in substantially the form of Exhibit A attached to this Agreement in the principal amount of $255,000495,000. The Mortgage Note shall be delivered on the Closing Date and held in escrow by Mintmire & Associates in accordance with the escrow provisions set out in subparagraph 3.6. The Mortgage Note shall be dated as of the Closing Payment Delivery Date and shall be due and payable twenty four (24) months from its issuancesuch date. Commencing on September 1, 2001 the first anniversary of the Payment Delivery Date and continuing for the next eight (8) successive months, Buyer shall be required each such month to convert a portion of the Mortgage Note into shares of the Seller's Common Stock, the mandatory conversion dates and number of shares to be issued on each mandatory conversion date are set forth in Schedule I attached hereto (the "Monthly Allocation"). Commencing on September 30, 2001 the Payment Delivery Date and continuing on the last day of each of the next eight (8) successive months, the principal amount of the Mortgage Note shall be reduced by the greater of (i) the actual gross proceeds received by Buyer for sale of the Monthly Allocation and any previously issued Monthly Allocation shares not sold during the applicable month during the applicable month made in accordance with Rule 144, or (ii) the average of the closing price for the Seller's Common Stock from the 1st day of the applicable month to the next to last day of the applicable month as quoted on the OTC BB times the Monthly Allocation (the greater of subsection (i) or (ii) hereinafter referred to as the "Incremental Mortgage Reduction Amount"). In the event that Incremental Mortgage Reduction Amount is less than the Monthly Allocation times $2.50 per share during the applicable month (the "Target Reduction Amount"), the difference between the Target Reduction Amount and the Incremental Mortgage Reduction Amount realized shall bear interest at the rate of 11.11% per annum until paid. To assist Seller in making this calculation, Buyer agrees to provide evidence of all sales made in the applicable month to Seller by the tenth (10th) day of the succeeding month. Each successive Incremental Mortgage Reduction Amount shall be applied first to accrued but unpaid interest and thereafter as a reduction to principal. At the end of the term of the Mortgage Note, all unpaid principal and accrued interest not otherwise paid by the incremental reductions to principal shall be due and payable. In the event that incremental reductions pay off the entire Mortgage Note and any accrued but unpaid interest prior to the end of the term, any Monthly Allocation shares not previous issued to Buyer shall be immediately issued, the Mortgage Note shall be canceled and any unsold shares delivered to or held by Buyer, if any, may be retained or sold by the Buyer pursuant to Rule 144 as he so elects. If at any time during the term of the Mortgage Note the aggregate of all of the Incremental Mortgage Reduction Amounts is equal to or above $255,000495,000, or at the end of the term at such time as Seller pays all unpaid principal and accrued but unpaid interest, the entire Mortgage Note and Mortgage and Security Agreement shall be released and satisfied and Buyer (1) authorizes Mintmire & Associates to provide the Seller with the Release executed simultaneously with this Agreement and being held in escrow by them; (2) authorizes the Seller to record the Release; and (3) agrees to cancel and return the original Mortgage Note to the Seller. Interest, if any, shall be calculated on the basis of a year of 360 days. Any unpaid principal or accrued but unpaid interest due at the end of the term shall be payable at the Lender's Principal Office.

Mortgage Note. The SellerBorrower's Price Guarantee shall be is evidenced by its Mortgage Note in substantially the form of Exhibit A attached to this Agreement in the principal amount of $255,000Note. The Mortgage Note shall be This Note, dated as of the Closing Date and shall be as defined in the Acquisition Agreement, is due and payable twenty four (24) months from its issuance. Commencing on September 1, 2001 and continuing for the next eight (8) successive months, Buyer shall be Lender is required each such month to convert a portion of the Mortgage this Note into shares of the SellerBorrower's Common Stock, the mandatory conversion dates and number of shares to be issued on each mandatory conversion date are set forth in Schedule I attached hereto (the "Monthly Allocation"). Commencing on September 30, 2001 and continuing on the last day of each of the next eight (8) successive months, the principal amount of the Mortgage Note shall be reduced by the greater of (i) the actual gross proceeds received by Buyer Lender for sale of the Monthly Allocation and any previously issued Monthly Allocation shares not sold during the applicable month during the applicable month made in accordance with Rule 144, or (ii) the average of the closing price for the SellerBorrower's Common Stock from the 1st day of the applicable month to the next to last day of the applicable month as quoted on the OTC BB times the Monthly Allocation (the greater of subsection (i) or (ii) hereinafter referred to as the "Incremental Mortgage Reduction Amount"). In the event that Incremental Mortgage Reduction Amount is less than the Monthly Allocation times $2.50 per share during the applicable month (the "Target Reduction Amount"), the difference between the Target Reduction Amount and the Incremental Mortgage Reduction Amount realized shall bear interest at the rate of 11.11% per annum until paid. To assist Seller Borrower in making this calculation, Buyer Lender agrees to provide evidence of all sales made in the applicable month to Seller Borrower by the tenth (10th) day of the succeeding month. Each successive Incremental Mortgage Reduction Amount shall be applied first to accrued but unpaid interest and thereafter as a reduction to principal. At the end of the term of the Mortgage this Note, all unpaid principal and accrued interest not otherwise paid by the incremental reductions to principal shall be due and payable. In the event that incremental reductions pay off the this entire Mortgage Note and any accrued but unpaid interest prior to the end of the term, any Monthly Allocation shares not previous issued to Buyer Lender shall be immediately issued, the Mortgage this Note shall be canceled and any unsold shares delivered to or held by BuyerLender, if any, may be retained or sold by the Buyer Lender pursuant to Rule 144 as he so elects. If at any time during the term of the Mortgage this Note the aggregate of all of the Incremental Mortgage Reduction Amounts is equal to or above $255,000, or at the end of the term at such time as Seller Borrower pays all unpaid principal and accrued but unpaid interest, the this entire Mortgage Note and Mortgage and Security Agreement shall be released and satisfied and Buyer satisfied. In this regard, under the Acquisition Agreement Lender has (1) authorizes authorized Mintmire & Associates to provide the Seller Borrower with the Release executed simultaneously with this Agreement Note and being held in escrow by them; (2) authorizes authorized the Seller Borrower to record the Release; and (3) agrees agreed to cancel and return the original Mortgage this Note to the SellerBorrower. Interest, if any, shall be calculated on the basis of a year of 360 days. Any unpaid principal or accrued but unpaid interest due at the end of the term shall be payable at the Lender's Principal Office.