EXHIBIT 10.9
UNSECURED PROMISSORY NOTE, DATED FEBRUARY 26, 1997
BETWEEN MIRAGE COLLECTION, INC. AND MANHATTAN WEST, INC.
UNSECURED PROMISSORY NOTE
-------------------------
$46,997 February 26, 1997
FOR VALUE RECEIVED, MIRAGE COLLECTION, INC., a Nevada corporation (the
"Debtor"), hereby promises to pay to the order of MANHATTAN WEST, INC., a
California corporation ("Payee"), at a place to be designated by Payee or any
subsequent holder hereof, the principal sum of FORTY SIX THOUSAND NINE HUNDRED
NINETY SEVEN DOLLARS ($46,997.00). The unpaid principal balance shall bear
interest from February 26, 1997 at the rate of ten percent (10%) per annum and
shall be payable in quarterly installments, commencing on May 26, 1997, and
proceeding on a quarterly basis thereafter until all sums owing under this Note
are paid in full. All sums due under this Note, including all unpaid principal
and interest, shall be payable on or before 2/26/2000. The unpaid principal
balance hereof shall bear no interest unless and until the Debtor shall default
on his obligations hereunder. If an Event of Default, as defined hereinbelow,
does occur, this Note shall bear interest at the rate of ten (10%) per annum
commencing with the date of the Event of Default. Thereafter, the remaining
principal and interest hereunder shall be due and payable (whether at maturity,
by acceleration, or otherwise) and thereafter, on demand. Prior to an Event of
Default, each payment shall be applied to the principal. After an Event of
Default, each payment shall be applied to interest first and then principal
second. Interest shall be calculated on the basis of a 365-day year. In no
event shall the rate of interest hereunder exceed the maximum interest rate
permitted by applicable law.
If the Debtor shall fail to make any payment herein on the date
provided for (and such default shall continue for a period of 10 days), or if
the Debtor shall make an assignment for the benefit of creditors or make or send
a notice of intended bulk transfer, or if a meeting of creditors is convened or
a committee of creditors is appointed for, or any petition or proceeding for any
relief under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, receivership, liquidation, or dissolution law or statute
now or hereunder in effect (whether at law or in equity) is filed or commenced
by or against the Debtor or any property of the Debtor, or if any trustee or
receiver is appointed for the Debtor or any such property (collectively, an
"Event of Default") then and in any such event (in addition to all rights and
remedies of the Payee under the Agreement, applicable law and otherwise, all
such rights and remedies being cumulative, not exclusive and enforceable
alternatively, successively, and concurrently), the Payee may, at its option,
declare all amounts owing under this Note to be due and payable, whereupon the
maturity of the then unpaid balance thereof shall be accelerated and the same,
together with all interest accrued thereon, if any, shall forthwith become due
and payable.
Payee has the option, at any time, to convert the balance due and
owing to it into shares of Common Stock of Debtor at the rate of $0.50 per
share.
The Debtor and all endorsers, guarantors, and sureties hereof hereby
severally waive diligence, demand, presentment, protest, and notice of any kind,
and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
The Debtor may, at its option, at any time and from time to time,
prepay all or any part of the principal balance of this Note, without penalty or
premium and each such prepayment shall be applied to the installments of
principal hereunder in the inverse order of maturity.
This Note may not be changed, modified, or terminated orally, but only
by an agreement in writing signed by the party to be charged.
In the event the Payee or any holder hereof shall refer this Note to
an attorney for collection, the Debtor agrees to pay, in addition to unpaid
principal and interest, all the costs and expenses incurred in attempting or
effecting collection hereunder, including reasonable attorneys' fees, whether or
not suit is instituted.
In the event of any litigation with respect to any of the Note, the
Debtor waives the right to a trial by jury and all rights of set-off and rights
to interpose counterclaims and cross-claims. The Debtor hereby irrevocably
consents to
1
the jurisdiction of the courts of the State of California and of any Federal
court located in such State, and further irrevocably consent to venue in Orange
County, California in connection with any action or proceeding arising out of or
relating to the Note. This Note shall be governed by California law.
Payee Debtor
/s/ XXXXX XXXX /s/ XXXXX XXXX
-------------------------------- ----------------------------
MANHATTAN WEST, INC., MIRAGE COLLECTION, INC.,
a California corporation a Nevada corporation
By: Xxxxx Xxxx
Its: President
2
