Exhibit 10.3
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
BFP TEXAS, LTD.
AND
PROMOTA INTERNATIONAL, INC.
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
this 9th day of January 2006, by and between Promota International, Inc.
(hereinafter "Promota" or "Seller"), a Delaware corporation with an address at
0000 Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 and BFP Texas, Ltd., (hereinafter,
"BFP" or the "Buyer"), a Texas Limited Partnership, with an address at 00000
Xxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000. Promota and BFP shall be hereinafter
collectively referred to as the "Parties" or individually as the "Party".
RECITALS
WHEREAS, Promota is the holder of twenty million, four hundred seventy six
thousand (20,476,000) shares, or approximately ninety-two (92%) of International
Test Systems, Inc., a Delaware Corporation (hereinafter "ITS" or "Company");
WHEREAS, Promota wishes to sell its shares in ITS;
WHEREAS, BFP, or its assigns, wishes to buy Promota's shares in ITS;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants, agreements, undertakings, representations and warranties contained
herein, the Parties hereto agree as follows:
A. CASH PAYMENT AND DELIVERY OF SHARES.
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1. At the Closing (as the term "Closing" is defined in Section 3,
below) Promota shall deliver to BFP all right, title and interest in
and to twenty million, four hundred seventy six thousand (20,476,000)
shares, or approximately ninety-two (92%) of the capital stock, or the
equivalent amount of shares of common stock or convertible preferred
stock that will convert into an equity stake in ITS of ninety two
percent (92%), in exchange for a cash payment of two hundred seventeen
thousand five hundred Dollars ($217,500.00) (the "Cash Payment"),
according to the terms of this Agreement, but specifically excluding
any and all outstanding payables of the Company, if any, as detailed
on the attached Schedule 1, as well as all costs of Promota related to
this Agreement and the Closing herein. At the Closing BFP shall
reissue to Xxxxxx Xxxxxxxxxxx fifty thousand (50,000) shares of ITS
stock, previously evidenced by stock certificate C-37, but redeemed
and cancelled.
2. The parties agree hereto that the Cash Payment described herein
represents a price to Promota of $.01062 per share
X. Xxxxxxx Money Deposit. The parties hereto acknowledge the receipt and
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sufficiency by seller's attorney of Five Thousand and no/100 dollars
($5,000.00) which represents a refundable Xxxxxxx Money Deposit by and from
BFP. BFP shall have the right to terminate this Agreement for any reason
whatsoever for a period of 15 business days (the "Due Diligence Period")
after BFP's receipt of a signed original of this Agreement by
representatives of Promota. The parties agree that should BFP terminate the
Agreement under this paragraph, the Xxxxxxx Money Deposit shall be returned
to BFP, without interest, within 10 days of BFP's notice of termination to
Promota's representative.
C. ADDITIONAL CASH DEPOSIT. At the expiration of the Due Diligence Period
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above, BFP shall be obligated to either:
1. Terminate this Agreement as per Paragraph B. above, or;
2. Deposit an additional Twenty Thousand and no/100 ($20,000.00)
Dollars with Promota's attorney, to be held in escrow for the benefit
of Promota. This Additional Cash Deposit, when combined with the
Xxxxxxx Money Deposit, shall represent a total of Twenty-Five thousand
and no/100 dollars ($25,000.00), all of which shall be nonrefundable
to BFP and shall be retained by Promota as liquidated damages should
BFP breach this Agreement and fail to close under the terms herein.
BFP shall be entitled to an extension of the feasibility period for a
period of ten (10) business days with the deposit with Promota's
representative of an additional five thousand ($5,000) Dollars (the
"Extension Payment"), which amount shall be part of the Xxxxxxx Money
Deposit and subject to the same terms thereof. If an Extension Payment
is made, the remainder of the Xxxxxxx Money Deposit to be made
pursuant to this Paragraph C2 shall be reduced to fifteen thousand
($15,000) Dollars, for a total Xxxxxxx Money Deposit of Twenty-Five
Thousand ($25,000) Dollars.
D. Simultaneous with BFP's nonrefundable deposit, Promota shall deliver to
BFP's counsel, to be held in escrow for the benefit of BFP, stock
certificates, duly executed for transferal, representing 100% of Promota's
shares in ITS, that being twenty million, four hundred seventy six thousand
(20,476,000) shares of capital stock of ITS.
E. ADDITIONAL TERMS.
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1. Board Assignments. Simultaneous with the execution of this
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Agreement by Promota, a majority of the Board of Directors of ITS,
shall name Xxxxx Birmingham as President, Chief Executive and Director
of ITS for a period to be determined by this agreement. The resolution
authorizing Mr. Birmingham's appointment is attached hereto as Exhibit
A.
2. Resignations. If Closing does not occur as contemplated herein,
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or this Agreement is terminated by the parties for any reason, Mr.
Birmingham shall immediately tender his resignation as President in a
form of resignation attached hereto as Exhibit B. In the event that
Closing does not occur as contemplated herein and Mr. Birmingham
remains a director of ITS, the Board of Directors of ITS will be
increased to four (4) persons and a tiebreaker person should be named
to cast a vote in time of deadlock of the Board of Directors.
F. CLOSING. Unless extended by mutual agreement, the Closing of the
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transaction contemplated hereby shall be held no later than March 30, 2006,
at 5:00 p.m. Eastern Standard Time, simultaneously and electronically at
the law offices of Buyer's and Seller's counsel, or at such other place, or
on such other date as shall mutually be agreed to in writing by the
Parties. The date on which the Closing occurs is herein referred to
variously as the "Closing Date" and the "Closing." At such time and place,
BFP, or its assigns, shall deliver to Promota, by cashier's check or wire
transfer all made payable to Xxxxxxxxxxx & Xxxxxxxxxxx, PLLC, as attorneys
for Promota International, Inc., the balance of a Cash Payment of one
hundred ninety two thousand five hundred and no/100 dollars ($192,500.00).
In addition, BFP shall direct Promota's counsel to deliver the balance of
the Good Faith Deposit and Additional Cash Deposit to Promota.
G. REPRESENTATIONS AND WARRANTIES OF PROMOTA. Promota hereby represents and
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warrants to BFP as follows:
1. Good and Marketable Title. Promota has good and marketable title,
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as well as all rights and interest in the 20,476,000 shares it intends
to deliver to BFP and such shares have not in any form or fashion been
pledged, collateralized, hypothecated or otherwise secured.
2. Organization, Qualification. Promota is or will become a
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corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and is duly qualified to do
business as a foreign corporation in each other jurisdiction in which
the failure to so qualify would have a material adverse effect on its
business as presently conducted and as proposed to be conducted.
3. Capitalization. As of the Closing Date, Promota, by virtue of its
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controlling interest in ITS, represents and warrants to BFP that:
(a) ITS' stock consists of 50,000,000 shares of Common Stock, of
which no more than 22,357,000 shares has been issued and
outstanding, or will be issued on the date of Closing;
(b) Promota has not modified the capitalization of ITS;
(c) All such outstanding shares of ITS capital stock have been
duly authorized, validly issued, fully paid and nonassessable and
are not subject to any preemptive rights created by statute, the
Articles of Incorporation or Bylaws of ITS or any agreement to
which ITS or Promota is a party or by which they are bound.
4. Authority Relative to this Agreement. Promota by its authorized
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signatory hereto has the full right, power and authority to enter into
this Agreement and to perform its obligations hereunder. This
Agreement has been duly authorized, executed and delivered by Promota,
and constitutes a valid and legally binding obligation of ITS. No
other actions or proceedings on the part of ITS are necessary for ITS
to authorize this Agreement, or to consummate the transactions
contemplated herein.
5. Litigation .Except as set forth on Exhibit C, neither ITS nor
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Promota is engaged in, nor has been threatened with, any material
litigation (which for this purpose shall mean a potential liability in
excess of $5,000 or potential liabilities in the aggregate in excess
of $5,000), arbitration, investigation or other legal proceeding
relating to ITS or its business as it is now conducted, its property,
or any action or proceeding wherein an existing judgment or order
against ITS would restrict, lien, or eliminate their ability to
currently and immediately transfer the Shares as detailed herein, nor,
to the knowledge of ITS, is there any valid basis for any such
proceeding.
6. Indemnification. Promota shall, with respect to the
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representations, warranties, covenants and agreements made by it
hereby, indemnify, defend and hold Buyer harmless from and against all
liability, loss or damage (including any diminution in the value of
the Shares), together with all reasonable costs and expenses related
thereto (including legal and accounting fees and expenses), arising
from the untruth, inaccuracy or breach of any such representations,
warranties, covenants or agreements of Promota or, by virtue of its
controlling interest in ITS contained in this Agreement or the
assertion of any claims relating to the foregoing. A reasonability
test shall be applied to the Paragraph. This paragraph shall not
survive the Closing anticipated herein.
7. Compliance with Contracts. Promota has performed, and caused ITS
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to perform, all material obligations required to be performed by it as
of the date of this Agreement under each material contract,
obligation, commitment, agreement, undertaking, arrangement or lease
referred to in this Agreement, and are not in default hereunder. This
Agreement and the actions contemplated thereby will not conflict with,
or result in a breach of the terms, conditions or provisions of any
such material agreement or cause any acceleration of maturity of any
such material agreements.
8. Compliance with Laws. Promota has substantially complied, and
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caused ITS to comply, with all laws, regulations, judgments, decrees
or orders of any court or governmental agency or entity applicable in
any material respect to the conduct of its business.
9. Permits, Authorizations, Consents and Approvals; No Violations.
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To the best of its knowledge, neither the execution and delivery of
this Agreement by Promota nor the consummation by Promota and ITS of
the transactions contemplated by this Agreement will (i) conflict with
or result in any breach of any provision of the Articles of
Incorporation or Bylaws of ITS, (ii) result in a material breach or
default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license agreement, lease or other
material contract, instrument or obligation to which ITS is a party or
by which ITS or any of its assets may be bound, (iii) or violate in
any material respect any statute, rule, regulation, order, writ,
injunction or decree applicable to ITS or any of its assets, or (iv)
result in the creation of any material (individually or in the
aggregate) liens, charges or encumbrances on any of the material
assets of ITS.
10. Undisclosed Liabilities. By virtue of its controlling interest in
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ITS, Promota represents and warrants that ITS does not have any
material liabilities, whether absolute, accrued, contingent or
otherwise, and whether due or to become due, except for those
liabilities which (a) are accrued or fully reserved against its
balance sheet of the ITS Financials or (b) are of a normally recurring
nature and were incurred after December 31, 2002 in the ordinary
course of business consistent with past practice. Exhibit D lists all
liabilities of ITS incurred after September 30, 2003 which are of a
type required to be disclosed or reflected in financial statements and
which either (i) are not in the ordinary course of business to (ii)
exceed with respect to any single transaction or single series of
transactions. Pursuant to this paragraph a material liability shall
mean a liability exceeding five thousand ($5,000) Dollars.
11. Ordinary Course. By virtue of its controlling interest in ITS,
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Promota represents and warrants that since September 30, 2003, ITS has
conducted its business only in the ordinary course and in a normal
manner consistent with past practice.
12. Dividend payments; Expenditures. By virtue of its controlling
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interest in ITS, Promota represents and warrants that ITS has not made
any dividend payments or any other distribution on or with respect to
its capital stock, nor has it made any expenditures in excess of
$10,000.00, other than for payroll, legal fees and consulting and
related charges.
H. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and
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warrants to Promota:
1. Organization. BFP Texas, Ltd. (a) is a limited partnership (i)
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duly organized, validly existing and in good standing under the laws
of the State of Texas, and (ii) duly qualified and in good standing as
a foreign entity in each state in which it does business, except where
the failure to so qualify would not have a materially adverse effect
on its business or assets, and (b) has the power and authority to own
its properties and to carry on its business as now being conducted.
2. Authority, Binding Agreement. This Agreement has been approved by
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the General Partner of BFP. No consents, authorizations or approvals,
whether of a governmental agency or instrumentality or otherwise, are
necessary in order to enable BFP to enter into and perform this
Agreement. This Agreement constitutes legal, valid and binding
obligations of BFP and is enforceable against BFP in accordance with
its terms.
3. Litigation. There is no suit, action or other legal or
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administrative proceeding pending or threatened against BFP, and to
its knowledge, no circumstances exist or have occurred which may lead
to any suit, action, proceeding or investigation which could
materially and adversely affect its business, assets or financial
condition. BFP has received no notice from any federal, state or local
governmental agency asserting any violation by BFP of any law,
ordinance or regulation.
I. CONDITIONS PRECEDENT TO CLOSING. The obligations of the Parties hereunder
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are subject to the satisfaction at by the Closing of each of the conditions
set forth below. Any of such conditions may be waived by the other party
but only in writing.
1. Promota to Deliver Documents. As a specific condition precedent
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to Closing, Promota will provide or, by virtue of its controlling
interest in ITS cause ITS to provide, any and all relevant
documentation that Buyer might reasonably request to evidence the
representations and warranties described in this Agreement and
complete a thorough financial picture of ITS. Such documentation shall
include, but not be limited to, all documents, corporate and financial
records of ITS that Buyer deems necessary or appropriate to evaluate
the business, operations and assets of ITS and which may be required
for Buyer to complete audited and reviewed financial statements of ITS
to its current, most recent fiscal quarter.
2. Compliance with Terms. On the Closing Date, all the terms,
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conditions and covenants of this Agreement to be complied with and
performed by the respective Parties shall have been complied with and
performed in all material respects.
3. No Material Change. There shall be no material changes to the
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Representations and Warranties of Para. E herein, nor shall be any
material change in the business, assets, liabilities or financial
condition of ITS.
4. Completion. Completion of the Closing of this transaction, as
---------- contemplated by this Agreement, shall be subject to the
final completion of due diligence by BFP Texas, Ltd., in order to
ensure that ITS is in current, regulatory compliance with the
securities laws of United States Securities and Exchange Commission
(SEC) and that ITS shall have the ability to comply with the
regulations of the National Association of Securities Dealers (NASD)
for possible listing on the OTC-BB or such other Exchange that BFP may
choose.
J. DOCUMENTS TO BE DELIVERED AT CLOSING.
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1. Deliverables of Promota. At the Closing, Promota shall cause ITS
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shall deliver to Promota the following documents in form and substance
satisfactory to BFP's counsel:
(a) a copy of all resolutions of the Board of Directors and of
the Shareholders of Promota authorizing the sale of its shares of
ITS stock to be sold pursuant to this Agreement as well as all
resolutions authorizing the execution, delivery and performance
of this Agreement, attached hereto and made a part hereof as
Exhibit E and Exhibit F.
(b) any additional documents, resolutions or minutes BFP may
reasonably request.
K. INDEMNIFICATION.
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1. Obligation of the Board of Directors and Shareholders of Promota
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to Indemnify. The Board of Directors and shareholders of Promota, as
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of the date of this Agreement, jointly and severally, shall indemnify,
defend and hold harmless BFP, its partners and their respective
assigns from and against any and all liabilities, losses, claims,
damages, costs and expenses (including without limitation, court costs
and reasonable attorneys' fees) suffered, sustained, incurred or
required to be paid by any of BFP and its partners, agents and
respective assigns arising out of or in respect to any breach or
inaccuracy or any representation or warranty, or any failure to
perform or comply with any covenant or agreement of Promota or ITS,
contained in or made pursuant to this Agreement.
L. MISCELLANEOUS.
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1. Closing Costs. Except as otherwise specifically provided herein,
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BFP shall be obligated to pay the Closing costs, transfer costs
applicable to this Agreement and the transfer of the Shares hereunder,
and its own counsel and all other legal fees and costs related
thereto. Both Promota and ITS each hold the other harmless from any
obligation for the payment of any finder's fees or commissions in
connection with the transactions contemplated by this Agreement as a
result of any action of the indemnifying party.
2. Costs of Bringing Accounting and Filings Current. It is
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specifically agreed by the parties that BFP, or its assigns, will pay
for all expenses associated with bringing ITS' accounting records
current to comply with necessary regulations required to, in turn,
complete and bring current all necessary filings at the SEC. BFP
specifically agrees that all costs associated with bring the
accounting and SEC SB filings current shall be its expense. However,
in the event ITS or Promota willfully or maliciously delays, or causes
ITS to delay, the delivery of any documentation which will further
cause a delay in that effort, BFP may terminate this Agreement. It is
expressly agreed, however, that Promota's providing requested
documents in a timely manner shall, in and of itself, demonstrate
cooperation on Promota's part and, the sufficiency of the documents
cannot constitute being uncooperative. In the event BFP elects to
terminate this Agreement, BFP shall be entitled to recoup its
evidenced expenses, including deposits described n this Agreement and
accrued expenses, from ITS in the form of a Note, attached hereto as
Exhibit G. Such note shall be convertible at the option of BFP into
shares of ITS at a price of $.0015 per share. In addition to the Note
described in this Paragraph, the parties hereby agree that Xxxxx X.
Birmingham shall remain as a member of the Board of Directors until
such time a the Note is redeemed in either cash or stock.
3. Post Closing Cooperation by Promota. The parties hereto
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acknowledge the intent of BFP to complete the filings required by the
SEC and NASD as described in Para. G.4. Promota specifically agrees to
cooperate fully, recognizing that time may be of the essence, with any
reasonable requests by BFP for post closing documents which may be
required by any governing body, as those requirements relate to
Promota's ownership of shares during the period from 2003 too Closing.
4. Invalidity, Modification and Waiver. If any provision of this
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Agreement shall be held to be invalid or void, the remaining
provisions shall nevertheless remain in effect. No provision of this
Agreement may be modified and the performance or observance thereof
may not be waived except by written agreement of the parties affected
thereby. No waiver of any violation or nonperformance of any provision
of this Agreement shall be deemed to be a waiver of any subsequent
violation or nonperformance of the same or any other provision of this
Agreement.
5. Complete Agreement. This Agreement constitutes the complete and
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exclusive statement of the agreement among the parties with respect to
the subject matter thereof it supersedes all prior written and oral
statements, including any prior representation, statement, condition,
or warranty.
6. Applicable Law, Jurisdiction and Venue. All questions concerning
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the construction, validity, and interpretation of this Agreement and
the performance of the obligations imposed by this Agreement shall be
governed by the internal law, not the law of conflicts, of the State
of Texas. The parties hereto agree that any dispute or matter arising
under this Agreement shall be resolved first by attempts at mediation
and arbitration and only thereafter those attempts having been
exhausted, any suit may only be brought in a United States District
Court located in the State of Texas or any Texas State Court having
jurisdiction over the subject matter of the dispute or matter. All
parties hereby consent to the exercise of personal jurisdiction by any
such court with respect to any such proceeding.
7. Article and Section Titles. The headings herein are inserted as a
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matter of convenience only and do not define, limit, or describe the
scope of this Agreement or the intent of the provisions hereof.
8. Binding Provisions. This Agreement is binding upon and inures to
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the benefit of, the parties hereto and there respective heirs,
executors, administrators, personal and legal representatives,
successors, and permitted assigns.
9. Terms. Common nouns and pronouns shall be deemed to refer to the
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masculine, feminine, neuter, singular, and plural, as the identity of
the Person may in the context require.
10. Separability of Provisions. Each Provision of this Agreement
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shall be considered separable; and if, for any reason, any provision
or provisions herein are determined to be invalid and contrary to any
existing or future law, such invalidity shall not impair the operation
of or affect those portions of this Agreement, which are valid.
11. Counterparts. This Agreement may be executed simultaneously in
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two or more counterparts, each of which shall be deemed an original,
and all of which, when taken together, constitute one and the same
document. The parties may complete the Closing contemplated herein in
separate locations, and at differing times. The signature of any party
to any counterpart shall be deemed a signature to, and may be appended
to, any other counterpart. Facsimile signatures shall be acceptable in
order to execute this Agreement.
12. Abandonment. If this Agreement shall fail to close as provided for
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in Para. D as a result of a failure of any of the Conditions Precedent
set forth in Para. G, all further obligations of the parties hereto
under this Agreement shall terminate without further liability, and
each party shall bear its own costs incident to the negotiation,
preparation and anticipated Closing of this Agreement. In such event,
each party shall return any data, material or assets of the other
party received by it in contemplation of the Closing.
13. Representation By Counsel. BFP represents herein that it has been
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fully and adequately represented by counsel in this transaction,
having received the advice and counsel from the Office of Xxxxx Xxxx,
Attorney at Law, 0000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000.
Promota represents herein that it has been fully and adequately
represented by counsel in this transaction, having received that
advice and counsel of the law firm of Xxxxxxxxxxx & Xxxxxxxxxxx, PLLC,
0000 Xxx Xxxxxx Xxxxx, Xxxxxx, XX 00000.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed by their respective authorized representative as of the date first
written above.
SELLER
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PROMOTA INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxx
Title: Attorney - In - Fact
BUYER
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BFP TEXAS, LTD.
By: /s/ Xxxxx X. Birmingham
Name: Xxxxx X. Birmingham
Title: Managing General Partner
COMPANY
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INTERNATIONAL TEST SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxxx
Title: Director
EXHIBIT A
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TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
TEST SYSTEMS, INC.
RESOLUTION
RESOLUTION OF BOARD OF DIRECTORS OF
INTERNATIONAL TEST SYSTEMS, INC.
_______________, 2005
RESOLUTION APPROVING THE APPOINTMENT OF XXXXX X. BIRMINGHAM AS PRESIDENT AND
DIRECTOR
RESOLVED, that the Board of Directors hereby appoints Xxxxx X. Birmingham,
whose address is 00000 Xxxxx Xxxx, Xxx Xxxxxxx, XX 00000, as President, Chief
Executive Officer and Director for a term to be determined by the Board, but not
fewer than six (6) months, with all the authority appurtenant thereto.
Acknowledged and Agreed:
INTERNATIONAL TEST SYSTEMS, INC.
Xxxx Dramytinos, Chairman and Director
, Director
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EXHIBIT B
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TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
TEST SYSTEMS, INC.
XXXXX X. BIRMINGHAM
00000 XXXXX XXXX
XXX XXXXXXX, XX 00000
000-000-0000
July 18, 2006
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To The Board of Directors, International Test Systems, Inc.:
I hereby submit my resignation, effective immediately, as President, CEO of
International Test Systems, Inc., pursuant to the terms of the terms of the
Stock Purchase Agreements between BFP Texas, Ltd. And Promota International,
Inc. dated , 2005.
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Sincerely,
Xxxxx X. Birmingham
EXHIBIT C
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TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
TEST SYSTEMS, INC.
The following is a complete and current list of any material litigation (which
for this purpose shall mean a potential liability in excess of $5,000 or
potential liabilities in the aggregate in excess of $5,000), arbitration,
investigation or other legal proceeding relating to International Test Systems,
Inc.:
EXHIBIT D
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TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
TEST SYSTEMS, INC.
The following is a complete and current list of any and all liabilities of ITS
incurred after September 30, 2003:
EXHIBIT E
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TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
TEST SYSTEMS, INC.
Board resolution authorizing the transfer of shares.
EXHIBIT F
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TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
TEST SYSTEMS, INC.
Board resolution authorizing the transfer of shares.
EXHIBIT G
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TO STOCK PURCHASE AGREEMENT BETWEEN BFP TEXAS, LTD. AND PROMOTA INTERNATIONAL
TEST SYSTEMS, INC.
PROMISSORY NOTE
DATE: __________, 2005
MAKER: International Test Systems, Inc.
PAYEE: BFP Texas, Ltd.
PLACE FOR PAYMENT: 00000 Xxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000
PRINCIPAL AMOUNT: ________________________ and No/100 Dollars ($__00.00)
ANNUAL INTEREST RATE ON UNPAID PRINCIPAL FROM DATE: Twelve percent (12%)
ANNUAL INTEREST RATE ON MATURED, UNPAID AMOUNTS: Eighteen percent (18%)
TERMS OF PAYMENT (PRINCIPAL AND INTEREST): _________________
Interest, if any, on any unpaid principal shall be due on the fifteenth
(15th) of each month. All unpaid principal and interest is due and payable on
_____________, 2006.
The unpaid principal balance, including any unpaid and accrued interest,
shall at no time exceed the sum of __________________ and No/100 Dollars
($___00.00). The unpaid principal balance of this note at any time shall be the
total amounts loaned or advanced hereunder by Payee, less the amount of payments
or prepayments of principal made hereon by or for the account of Maker. It is
contemplated that by reason of prepayments hereon, there may be times when no
indebtedness is due hereunder; but notwithstanding such occurrences, this note
shall remain valid and shall be in full force and effect as to loans or advances
made pursuant to and under the terms of this note subsequent to each such
occurrence.
Advances hereunder shall be made by Payee upon the oral or written request
of the undersigned officer of Maker or any other officer of Maker authorized to
make such a request.
Maker promises to pay to the order of Payee at the place for payment and
according to the terms of payment the principal amount plus interest at the
rates stated above. All unpaid amounts shall be due by _______________.
On default in the payment of this note or in the performance of any
obligation in any instrument securing or collateral to it this note and all
obligations in all instruments securing or collateral to it shall become
immediately due at the election of Payee. Maker and each surety, endorser, and
guarantor waive all demands for payment, presentations for payment, and notices
of intention to accelerate maturity, protests, and notices of protest.
If this note or any instrument securing or collateral to it is given to an
attorney for collection, or if suit is brought for collection, or if it is
collected through probate, bankruptcy, or other judicial proceeding, then Maker
shall pay Payee all costs of collection, including reasonable attorney's fees
and court costs, in addition to other amounts due.
Interest on the debt evidenced by this note shall not exceed the maximum
amount of nonusurious interest that may be contracted for, taken, reserved,
charged, or received under law; any interest in excess of that maximum amount
shall be credited on the principal of the debt or, if that has been paid,
refunded. On any acceleration or required or permitted prepayment, any such
excess shall be canceled automatically as of the acceleration or prepayment or,
if already paid, credited on the principal of the debt or, if the principal of
the debt has been paid, refunded. This provision overrides other provisions in
this and all other instruments concerning the debt.
The terms Maker and Payee and other nouns and pronouns include the plural
if more than one. The terms Maker and Payee also include their respective
successors, representatives, and assigns.
MAKER: INTERNATIONAL TEST SYSTEMS, INC.
BY:
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XXXX DRAMYTINOS CHAIRMAN OF THE BOARD
