Exhibit 10.31
SECURED PROMISSORY NOTE
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$100,000.00 Bellevue, Washington
December 2, 1999
FOR VALUE RECEIVED, Xxxxx X. Xxxxxxxxx ("Borrower") promises to pay to
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Pointshare Corporation, a Delaware corporation (the "Company"), the principal
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sum of One Hundred Thousand Dollars ($100,000.00), together with interest on the
unpaid principal hereof from the date hereof at the rate of 6.0% per annum,
compounded annually.
All principal and accrued interest (if any) shall be due and payable in
full on the earliest of (a) November 30, 2001, (b) in the event of any default
under the Loan Agreement (as defined below) or (c) the date of any sale,
conveyance, assignment, alienation or any other form of transfer of the Stock
(as defined below). Payments of principal and interest shall be made in lawful
money of the United States of America and shall be credited first to the accrued
interest, with the remainder applied to principal.
Borrower may at any time prepay all or any portion of the principal or
interest owing hereunder.
This Note is subject to the terms of a Secured Loan Agreement, dated as of
December 2, 1999 by and between the Company and Borrower (the "Loan Agreement")
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and is subject to all the provisions thereof, and is secured by a pledge of
Common Stock of the Company under the terms of a Security Agreement dated
December 2, 1999 (the "Security Agreement") and is subject to all the
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provisions thereof.
Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by
Xxxxxxxx.
The holder of this Note shall have full recourse against Borrower, and
shall not be required to proceed against the collateral securing this Note in
the event of default.
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
