EXHIBIT 10.20
PROMISSORY NOTE PURCHASE AGREEMENT
TURBOWORX, INC.
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The undersigned (the "INVESTOR"), hereby confirms its agreement with you as
follows:
1. This Promissory Note Purchase Agreement (the "AGREEMENT") is made as of
the date set forth below between TurboWorx, Inc., an Delaware company
(the "COMPANY"), and the Investor.
2. The Company has authorized the sale and issuance of a maximum of up to
$600,000 of 17% Promissory Notes (the "NOTES") of the Company to
certain investors in a private placement (the "OFFERING").
3. The Investor represents that, except as set forth below, (a) it has had
no position, office or other material relationship within the past
three years with the Company or its affiliates, and (b) it has no
direct or indirect affiliation or association with any National
Association of Securities Dealers, Inc. ("NASD") member. Exceptions:
(If no exceptions, write "none." If left blank, response will be
deemed to be "none.")
4. The Investor represents and warrants to, and covenants with, the
Company that: (i) the Investor is an "ACCREDITED INVESTOR" as defined
in Regulation D under the Securities Act of 1933, as amended, and has
requested, received, reviewed and considered all information it deemed
relevant in making an informed decision to purchase the Notes; (ii) the
Investor understands that the Notes are "RESTRICTED SECURITIES" and the
offer and sale thereof have not been registered under the Securities
Act and is acquiring the Notes in the ordinary course of its business
and for its own account for investment only, has no present intention
of distributing any of such Notes and has no arrangement or
understanding with any other persons regarding the distribution of such
Notes; and (iii) the Investor has read and understand the Risk Factors
attached hereto as EXHIBIT A.
5. The Investor represents and warrants to, and covenants with, the
Company that (i) the Investor has full right, power, authority and
capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement,
and (ii) this Agreement constitutes a valid and binding obligation of
the Investor enforceable against the Investor in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law) and except as the indemnification
agreements of the Investors herein may be legally unenforceable.
6. The Investor represents that the Investor was not induced to invest by
any form of general solicitation or general advertising including, but
not limited to, the following: (a) any advertisement, article, notice
or other communication published in any newspaper, magazine or similar
media or broadcast over the news or radio; and (b) any seminar or
meeting whose attendees were invited by any general solicitation or
advertising.
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7. The Company will pay Casimir Capital L.P. (the "Placement Agent") a
cash fee equal to 8% of principal amount of the Notes sold in the
Offering.
[SIGNATURE PAGE TO FOLLOW]
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Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.
DATED AS OF: August [ ], 2005
[NAME OF INVESTOR]
"INVESTOR"
By:
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Print Name:
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Title:
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Address:
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AGREED AND ACCEPTED:
TURBOWORX, INC.
By:
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Name:
Title:
