NOTE AGREEMENT
$200,000 Houston,
Texas May
3,
2006
For
value
received, XXXXX XXXXX (“Maker”), promises to pay to the order of Unicorp, Inc.
(“Lender”), the sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00), in
legal and lawful money of the United States of America, together with interest
thereon at the rate of six percent (6%) per annum. Interest on the unpaid
principal balance shall accrue from the date hereof. Interest will be calculated
on the basis of a 365-day year and actual number of days elapsed.
Payment
of accrued and outstanding interest and the principal are due on May 3, 2007
(“Maturity”); provided however, that on and after August 3, 2006, Lender can
accelerate the Maturity in its sole discretion to a date no earlier than 20
business days after giving Maker written notice. Each payment shall be credited
first on the interest then due, and the remainder on the principal sum
outstanding, and interest shall cease on any principal amount prepaid. The
obligations under this Note are secured by 19,690,000 shares of Unicorp common
stock pursuant to a security agreement dated the date hereof.
If
any
payment of principal or interest on this Note shall become due on a Saturday,
Sunday or any other day on which national banks are not open for business,
such
payment shall be made on the next succeeding business day.
Maker
shall be in default under this Note if any interest or principal payment
required under this Note is not paid when due, and such default is not cured
within ten (10) business days after receipt of notice of such late payment,
in
which case the Lender may declare all sums due under this Note to be immediately
due and payable, and may exercise any and all available remedies.
It
is the
intention of the parties hereto to comply with the usury laws applicable to
this
Note; accordingly, it is agreed that notwithstanding any provision to the
contrary in this Note or in any of the documents securing payment hereof, if
any, no such provision shall require the payment or permit the collection of
interest in excess of the maximum rate permitted by law. If any excess of
interest is provided for, contracted for, charged for, or received or
adjudicated to be provided for, contracted for, or received, then the provisions
of this paragraph shall govern and control and neither the Maker hereof nor
any
other party liable for the payment hereof shall be obligated to pay the amount
of such express interest. Any such excess interest which may have been collected
shall be, at the Holder’s option, either (1) applied as credit against the then
unpaid principal amount hereof or (2) refunded to the Maker. The effective
rate
of interest shall be automatically subject to reduction to the maximum lawful
contract rate allowed under the usury laws of the State of Texas as they are
now
or subsequently construed by the courts of the State of Texas.
If
this
Note is not paid at Maturity, regardless of how the Maturity may be brought
about, or is collected or attempted to be collected through the initiation
or
prosecution of any suit or through any probate, bankruptcy, or any other
judicial proceedings, or is placed in the hands of an attorney for collection,
Maker shall pay, in addition to all other amounts owing under this Note, all
actual expenses of collection, all court costs, and reasonable attorney’s fees
incurred by Lender.
This
Note
represents the final agreement between the parties and may not be contradicted
by evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties. In the
event that any provision contained in this Note conflicts with applicable law,
such conflict shall not affect the other provisions of this Note that can be
given effect without the conflicting provisions. To this end, the provisions
of
this Note are declared to be severable.
This
Note
shall be governed by the laws of the State of Texas. Any action brought by
either party against the other party to enforce or interpret this Note shall
be
brought in an appropriate court in Houston, Xxxxxx County, Texas.
MAKER: LENDER:
XXXXX
XXXXX UNICORP,
INC.
/s/
Xxxxx Xxxxx By:/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
Name: Xxxxx
Xxxxx
Title: CEO
1
SECURITY
AGREEMENT
1. Security
Interest.
Xxxxx
Xxxxx (hereinafter called “Debtor”),
for
value received and in consideration for borrowing money pursuant to a note
agreement executed as of the date hereof, hereby grants to the holder of a
$200,000 principal amount promissory note (“Noteholder,”
“Secured Party” or “Lender”),
as
security for the payment and performance of all obligations (the “Obligation”)
under
the Note (as defined in Section 3 below). Debtor grants to the Noteholder a
security interest in the following: (hereinafter called “Collateral”):
| · |
19,690,000
shares of Unicorp, Inc. common stock, valued at $ .0101574 per share
(irrespective of what the shares of Unicorp common stock may trade
for in
the open market).
|
The
Debtor shall, at its own cost and expense, take any and all commercially
reasonable actions necessary to defend title to the Collateral against all
persons and to defend the Security Interest of the Secured Party in the
Collateral and the priority thereof against any lien.
2. Terms.
The
security interest granted by this Security Agreement is referred to as the
“Security
Interest.”
The
term “Code”
refers
to the Texas Business and Commerce Code. Unless otherwise defined, each term
used herein has the meaning assigned to it in the Code.
| 3. |
Note.
This Security Interest is granted to Secured Party to secure the
prompt
and unconditional
|
payment
and performance of the Obligation of Debtor now or hereafter accruing under
the
$200,000 principal amount of a loan dated the date hereof from Lender to Debtor
(“Note”),
and
all renewals, rearrangements, modifications and extensions of the
Note.
4. Perfection
of Security Interest.
Debtor
shall deliver to Lender the stock in certificate form representing the
Collateral, accompanied by stock powers duly executed by the Debtor in blank,
and shall execute and deliver such financing statements and other documents
as
may be reasonably requested by the Lender to perfect the Security
Interest.
5. Title
and Authority.
Debtor
represents and warrants to Secured Party that: (i) he owns good and indefeasible
title to the Collateral free and clear of any other security interest, lien,
encumbrance or option; (ii) has authority to grant a security interest in the
Collateral to Secured Party in the manner provided herein and free and clear
of
any other security interest, lien, encumbrance or option; (iii) he has not
created nor does he have knowledge of any existing security interest, lien,
encumbrance or option with respect to the Collateral; (iv) no financing
statement or other security instrument is on file in any jurisdiction covering
the Collateral; and (v) his grant of the Security Interest to Secured Party
in
the manner provided herein will not result in the creation or imposition of
any
other security interest, lien, encumbrance or option upon the
Collateral.
6. Other
Security.
No
security taken hereafter as security for payment or performance of the
Obligations will impair in any manner or affect this Security
Agreement.
7. Event
of Default.
If
Debtor fails to perform any material obligation under this Security Agreement
or
the Note, such occurrence will constitute an “Event of Default.”
8. Secured
Party’s Sale of Collateral.
If the
Note becomes due and payable and remains unpaid, Secured Party may at any time
foreclose on the collateral and apply the value of the Collateral (as set forth
in Section 1 above) against the outstanding indebtedness. Whenever an Event
of
Default shall exist, the Note shall be immediately due and payable and the
Lender may from time to time exercise any rights and remedies available to
it
hereunder, under the Notes, or applicable law. Debtor hereby expressly waives,
to the fullest extent permitted by applicable law, any and all notices,
advertisements, hearings, or process of law in connection with the exercise
by
the Lender of any of its rights and remedies upon the existence of an Event
of
Default. Any proceeds of any of the Collateral may be applied by the Lender
to
the payment of expenses incurred in connection with enforcing its rights or
remedies with respect to the Collateral, including reasonable attorneys’ fees
and legal expenses, and any balance of such proceeds may be applied by the
Lender toward the payment of the Notes, and in such order of application as
the
Lender may from time to time elect. The Lender may from time to time, at its
option, perform any agreement, obligation or covenant of Debtor hereunder which
Debtor shall fail to perform, and take any other action which the Lender
reasonably deems necessary for the maintenance or preservation of any of the
Collateral or its interest therein, and Debtor agrees to reimburse the Lender
for all reasonable expenses of the Lender in connection with the foregoing,
together with interest thereon at the interest rate set forth in the Notes
from
the date of notice thereof to Debtor until reimbursed.
9. Security
Interest Absolute.
All
rights of the Secured Party set forth in this Agreement and the Notes, including
the Security Interest and all obligations of the Debtor hereunder, including
the
Obligations, shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of any portion of this Agreement or the
Notes, or any other agreement or instrument relating to any of the foregoing,
(b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of
or
any consent to any departure from the Notes or any other agreement or
instrument, (c) any exchange, release or non-perfection of any lien on
other collateral, or any release or amendment or waiver of or consent under
or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute
a defense available to, or a discharge of, the Debtor, in whole or in part,
in
respect of any obligations under or this Agreement or the Notes.
10. Choice
of Law.
This
Agreement has been made in and will be governed by the laws of the State of
Texas, without regard to its conflicts of law principles, and applicable
international or federal law in all respects, including matters of construction,
validity, enforcement and performance, and may not be amended (nor may any
of
its terms be waived) except in writing duly signed by Secured Party or an
authorized officer of Secured Party and by Debtor.
11. Waiver.
Neither
Secured Party’s acceptance of partial or delinquent payment nor any forbearance,
failure or delay by Secured Party in exercising any right, power or remedy
may
be deemed a waiver of any obligation of Debtor or of any right, power or remedy
of Secured Party or preclude any other or further exercise thereof; and no
single or partial exercise of any right, power or remedy shall preclude any
other or further exercise thereof, or the exercise of any other right, power
or
remedy. Secured Party may remedy or waive any Event of Default under this
Security Agreement without waiving the Event of Default remedied or waiving
any
prior or subsequent Event of Default. No forbearance, failure or delay by
Secured Party in exercising any right, power or remedy shall be deemed a waiver
thereof or preclude any other or further exercise thereof; and no single or
partial exercise of any right, power or remedy shall preclude any other or
further exercise thereof, or the exercise of any other right, power or
remedy.
12. Severability.
If any
provision of this Agreement is rendered or declared illegal or unenforceable
by
reason of any existing or subsequently enacted legislation or by a decree of
last resort, Debtor and Secured Party will promptly meet and negotiate in good
faith substitute provisions for those rendered illegal or unenforceable, but
all
of the remaining provisions shall remain in full force and effect.
1
13. Representations,
Warranties and Agreements.
The
Debtor represents, warrants and agrees as follows:
a. Power
and Authority; Authorization.
The
Debtor has the authority and the legal right to execute and deliver, to perform
his obligations under, and to grant the Security Interest on the Collateral
pursuant to this Agreement
b. Validity.
This
Agreement constitutes a legal, valid and binding obligation of the Debtor
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally.
c.
No
Conflict.
The
execution, delivery and performance of this Agreement will not violate any
provision of any requirement of law or contractual obligation of the Debtor
and
will not result in the creation or imposition of any lien on any of the
properties of the Debtor pursuant to any requirement of law or contractual
obligation of the Debtor, or a default under any agreement to which the Debtor
is a party, except as contemplated hereby.
d. No
Consents, Etc.
No
consent or authorization of, filing with, or other act by or in respect of,
any
arbitrator or governmental authority and no consent of any other Person
(including, without limitation, any stockholder or creditor of the Debtor),
is
required in connection with (i) the execution, delivery, performance, validity
or enforceability of this Agreement; (ii) the perfection or maintenance of
the
Security Interest created hereby (including the first priority nature of such
Security Interest), or (iii) the exercise by Secured Party of any rights
provided for in this Agreement.
e.
Title.
The
Debtor has absolute title to each item of Collateral in existence on the date
hereof, free and clear of all liens, (ii) will have, at the time the Debtor
acquires any rights in Collateral hereafter arising, absolute title to each
such
item of Collateral free and clear of all liens, (iii) will keep all Collateral
free and clear of all liens, and (iv) will defend all Collateral against all
claims or demands of all persons other than the Secured Party. The Debtor will
not sell, transfer, convey, assign or otherwise dispose of, or grant any option
with respect to the Collateral or any interest therein, without the prior
written consent of the Secured Party.
f.
Validity
of Security Interest.
The
Security Interest constitutes (i) a legal and valid security interest in
all the Collateral securing the payment and performance of the Obligations,
and
(ii) a perfected security interest in all Collateral.
g. Protection
of Security.
The
Debtor shall, at its own cost and expense, take any and all commercially
reasonable actions necessary to defend title to the Collateral against all
persons and to defend the Security Interest of the Secured Party in the
Collateral and the priority thereof against any lien.
h. Covenants.
The
Debtor will:
(i)keep
accurate and complete records pertaining to the Collateral;
(ii)from
time
to time execute such financing statements as Secured Party may reasonably
require in order to perfect or maintain the Security Interest;
(iii)
execute,
deliver or endorse any and all instruments, documents, assignments, security
agreements and other agreements and writings which Secured Party may at any
time
reasonably request in order to secure, protect, perfect or enforce the Security
Interest and Secured Party’s rights under this Agreement and the Notes;
and
(iv)not
exercise any right or take any action with respect to the Collateral that would
dilute or adversely affect Secured Party’s rights in such Collateral or impose
any restrictions upon the sale, transfer or disposition thereof;
IN
WITNESS WHEREOF, Debtor has executed this Agreement this 3rd
day of
May, 2006.
DEBTOR:
_/s/
Xxxxx Allen__________
Xxxxx
Xxxxx
NOTEHOLDER:
Unicorp,
Inc.
By:
_/s/
Xxxxx Casey______________
Name:
_Kevan
Casey______________
Title:
__CEO_____________________
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