NON-NEGOTIABLE
TERM NOTE
$600,000.00
Rockville, Maryland
December 31, l998
FOR VALUE RECEIVED, the undersigned, Xxxxxx X. Xxxxxxxxxx,
000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to
as the "Maker"), hereby promises to pay to EASTBROKERS INTERNATIONAL
INCORPORATED, a Delaware corporation, at its principal place of business at
00000 Xxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter
referred to as the "Holder") or at such other place or places and to such
account or accounts as Holder may direct from time to time by notice to
Maker, the principal amount of SIX HUNDRED THOUSAND DOLLARS ($600,000.00) in
lawful money of the United States in immediately available funds, payable on
December 31, 2003.
Interest shall accrue on the outstanding principal amount
at an annual rate of 7.00%, payable at maturity.
This Note has reference to and is secured by a pledge of
property under a pledge Agreement of even date between Maker and Holder.
As security for payment of this Note, the undersigned has
pledged or deposited with the Holder, and grants it a security interest in
the following property:
200,000 shares of Eastbrokers International Incorporated
Common Stock, par value $.05 per share
and will forthwith deliver to the Holder any and all securities issued in
lieu of, or by way of stock dividends, or otherwise received because of
ownership of any securities herein pledged; and does agree on demand to
deposit with Holder such additional securities or other collateral as it
may, from time to time, require. It is further agreed that the collateral
hereby pledged, together with any that may be pledged hereafter, shall be
applicable in like manner to secure the payment of any past or any future
obligations of the undersigned arising under or out of this Note; and all
such collateral in its hands shall stand as one general continuing
collateral security for the whole of said obligations, so that the
deficiency on any one shall be made good from the collaterals for the rest,
hereby remaining responsible for any deficiency in payment, and waiving any
benefit, exemption or privilege under any law now or hereafter to be in
force. In the event of default, Holder, at its option, may sell, assign, or
otherwise dispose of the collateral.
Notwithstanding anything in this Note to the contrary, the
then outstanding principal amount and accrued but unpaid interest shall, at
Holder's option, be payable on demand in the event that an event of default
occurs as set forth below.
Maker shall be in default hereunder, at the option of
Holder, upon the occurrence of any of the following events: (i) the failure
by Maker to make any payments of principal or interest when due hereunder,
and such failure shall have continued for a period of more than ten (10)
days after notice and a reasonable opportunity to cure; (ii) the entering
into of a decree or order by a court of competent jurisdiction adjudicating
Maker a bankrupt or the appointing of a receiver or trustee of Maker upon
the application of any creditor in an insolvency or bankruptcy proceeding or
other creditor's suit; (iii) a court of competent jurisdiction approving, as
properly filed, a petition for reorganization or arrangement filed against
Maker under the Federal bankruptcy law and such decree or order not being
vacated within thirty (30) days; (iv) the pendency of any bankruptcy ~ or
other creditors' suit against Maker; (v) a petition or answer seeking
reorganization or arrangement under the Federal bankruptcy laws with respect
to Maker; (vi) an assignment for the benefit of creditors by Maker; (vii)
Maker consents to the appointment of a receiver or trustee in an insolvency
or bankruptcy proceeding or other creditors' suit; (viii) the existence of
any material judgement against, or any material attachment of property of
Maker; or (ix) any other condition which, in the reasonable determination of
Holder, would materially impair the timely repayment of this Note
(individually and collectively, "Event(s) of Default").
If this Note is not paid when due, whether at maturity or
by acceleration, Maker agrees to pay all reasonable costs of collection and
such costs shall include without limitation all costs, attorneys' fees and
expenses incurred by Holder hereof in connection with any insolvency,
bankruptcy, reorganization, arrangement or similar proceedings involving
Holder, or involving any endorser or guarantor hereof, which in any way
affects the exercise by Holder of its rights and remedies under this Note.
Maker reserves the right prepay this Note, in whole or in
part, prior to the due date with no prepayment penalty.
None of the rights or remedies of Holder hereunder is to
be deemed waived or affected by failure or delay on the part of Holder to
exercise the same.
Maker hereby waives presentment, demand for payment,
protest and notice of protest, notice of dishonor, and except as expressly
provided by this Note, all other notices in connection with this Note.
The terms "Maker" and "Holder" shall be construed to
include their respective heirs, personal representatives, successors,
subsequent holder and assigns; provided, however, that the Note shall not
be assignable, negotiable or transferrable by the Holder.
Regardless of the place of execution or performance, this
Note shall be governed by, and construed with the laws of the State of
Delaware without giving effect to such state's conflicts of laws
provisions.
WITNESS the hand of Maker.
/s/ Xxxxxx X. Xxxxxxxxxx
_________________________________
Xxxxxx X. Xxxxxxxxxx
