EXHIBIT 10.2
ALLONGE AND ASSIGNMENT OF PROMISSORY NOTE
1. Assignment. For value received and pursuant to Section 1 of that
certain stock purchase agreement (the "Stock Purchase Agreement"), dated as of
March 10, 2005, by and among the Purchasers named on Schedule A to this
instrument (each an "Assignee" and collectively, the "Assignees"), Castle &
Xxxxxx Holdings, Inc., a Delaware corporation ("CSMH"), and Internet Finance
International Corp. ("Assignor"), Assignor hereby sells, assigns, transfers and
conveys to Assignees in the respective principal amounts specified on Schedule A
(with a pro rata portion of all accrued interest and any other amounts owed
being similarly assigned) all of the Assignor's rights, title and interest in
that certain Promissory Note dated February 26, 2005 made by CSMH in favor of
Assignor in the original principal amount of $52,920 whereof is attached hereto
marked Exhibit A (the "Promissory Note"), and all accrued interest and payments
thereon which are outstanding as of the date of this Assignment (collectively,
all such principal, interest and other amounts outstanding under the Promissory
Note are referred to herein as "Obligations").
2. Assignor's Representations. Assignor represents and warrants to
Assignee as follows: (a) The Assignor has good, valid and marketable title to
the Promissory Note, free and clears from all Security Interests or
encumbrances.
(b) The Assignor has not assigned, pledged, hypothecated or
otherwise encumbered the Promissory Note. Upon delivery of the original
Promissory Note and this duly executed assignment to the Purchasers
pursuant to this Agreement, the Purchasers will acquire valid title
thereto, free and clear of any Security Interests.
(c) The Assignor has not received any payments of principal or
interest under the Promissory Note, nor has Assignor compromised, forgiven
or otherwise reduced the amount of principal and interest due under the
Promissory Note.
(d) The issuance and delivery of the Promissory Note to the
Assignor was duly authorized by all requisite corporate action and the
Promissory Note constitutes a legal, valid and binding obligation of the
Company and is enforceable with respect to the Company in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
priority or other laws or court decisions relating to or affecting
generally the enforcement of creditors' rights or affecting generally the
availability of equitable remedies.
3. Acceptance by Assignee. Assignees hereby accept the assignment of the
Obligation on the terms and conditions set forth in the Stock Purchase
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Allonge and Assignment
Of Promissory Note to be effective as of the 10th day of March 2005.
ASSIGNEES
/s/ Xxxxx Xxxxxxxxx
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XXXXX XXXXXXXXX, as Purchaser
Representative for the Assignees listed
on Schedule A
ASSIGNOR
INTERNET FINANCE INTERNATIONAL CORP.
By: /s/ Xxxxx Xxxx
---------------------
Xxxxx Xxxx, President
STATE OF NEW YORK )
) ss.
COUNTY OF SUFOLK )
On March 10, 2005, before me, the undersigned, a Notary Public in and for
said State, personally appeared XXXXX XXXX known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Notary Public in and for said State
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EXHIBIT A
Promissory Note
(See Attached)
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LOAN AGREEMENT
This Loan Agreement is hereby made between Internet Finance International
Corporation, hereinafter the "Lender" and Castle & Xxxxxx Holdings, Inc.,
hereinafter the "Borrower" as of this 26th day of February, 2005, the "Loan
Date."
LOAN AMOUNT: Fifty Two Thousand Nine Hundred Twenty U.S. Dollars
($52,920.00)
TERM: Due on Demand
ANNUAL PERCENTAGE RATE: Zero Percent (0.0%)
REPAYMENT: Balloon payment due on demand by Lender subject to
ten-day advance written notice by Lender to Borrower.
There are no prepayment penalties associated with this
loan.
SECURITY/COLLATERAL: This loan is unsecured
DEFAULT: If for any reason Borrower fails to make payment in full
within the term of this Loan, Borrower shall be in
default. Lender can then demand immediate payment of the
entire remaining unpaid balance of this loan, without
giving anyone further notice. If Borrower has not paid
the full amount of the Loan when due, Lender will have
the right to recalculate the effective annual interest
rate based upon 18% per annum from the original Loan
Date as the then balance due.
COLLECTION FEES: If this Loan is placed with an attorney for
collection, then Borrower agrees to pay all attorney's
fee and costs of collection. Borrower agrees that the
Collection Fees will be added to the unpaid balance of
the loan.
CONVERTIBLE: At the sole discretion of Lender, this Loan can be
converted into equity or towards the exercise of an
option or warrant in Borrower within ten (10) days
advance written notice by Lender to Borrower. Said
conversion amount will be based upon the Loan Amount
plus all accrued interest as outlined herein and an
agreed upon conversion price at the time of conversion.
ACCEPTANCE OF LOAN AGREEMENT:
BORROWER:
/s/ Xxxxx Xxxx, President
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LENDER:
/s/ Xxxxx Xxxx, President
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