[EXECUTION COPY]
PROMISSORY NOTE
New York, New York
$500,000 November 3, 1999
PICK Sat, Inc. (the "Borrower"), for value received, promises to pay to
the order of Tri Links Investment Trust (the "Lender"), the amount of $500,000
(FIVE HUNDRED THOUSAND DOLLARS) pursuant to the Loan Agreement referred to
below.
The Borrower promises to pay the principal amount of this Promissory
Note on the dates provided in the Loan Agreement, but in any event not later
than March 3, 2000 and to pay interest on the unpaid principal amount of this
Promissory Note on the dates and at the rate or rates provided for in the Loan
Agreement.
All payments of principal and, subject to the terms and provisions of
Section 2.04 of the Loan Agreement, interest shall be made in lawful money of
the United States in Federal or other funds immediately available at the office
of the Lender, New York, New York.
The Loan made by the Lender to the Borrower pursuant to the Loan
Agreement, all repayments of principal and all payments of interest shall be
recorded by the Lender on Schedule I attached to and made a part of this
Promissory Note.
This Promissory Note is one of the Notes referred to in the Loan
Agreement dated as of November 3, 1999 (the "Loan Agreement"), among the
Borrower, the Lender and PICK Communications Corp. This Promissory Note
evidences indebtedness incurred under, and is entitled to the benefits of, the
Loan Agreement. Reference is made to the Loan Agreement for provisions for the
prepayment of this Promissory Note and the acceleration of the maturity of this
Promissory Note. Terms not otherwise defined have the meanings stated in the
Loan Agreement.
The payment of the principal amount of and interest on this Promissory
Note, and certain other obligations under the Loan Documents, is secured by
liens on certain collateral pursuant to the Security Documents.
PICK SAT, INC.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Chairman
