THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
XXXx.xxx, Inc.
10% Note
$295,021.35 August 31, 2000
FOR VALUE RECEIVED, the undersigned, XXXx.xxx, Inc., a Florida
corporation (hereinafter "Company"), promises to pay to the order of
Europa Global Investments, Inc., whose address is 00 Xxxxxxxxx Xxxxxx,
Xxx XX 00000, Xxxxxx Bahamas (hereinafter "Holder") the principal sum
of two hundred ninety five thousand twenty one dollars and 35/100
($295,021.35), together with interest as set out herein at Holder's
address set forth above or such other place as Holder may designate in
writing.
1. Payment. Subject to the terms hereof, the principal of and
interest on this Note shall be payable as follows:
a. The Company shall make a payment of the principal to the
Holder in the amount of $150,000.00 as set forth in Paragraph 2
hereof.
b. The Company shall make a one time payment in the amount of
20,000 Rule 144k restricted common shares of the Company, said shares
being valued at $0.50 per share. Holder shall be granted piggy back
registration rights on said restricted shares, subject to underwriter
approval.
c. The remaining balance of the note is payable through
issuance of the Company's common stock and/or, through delivery of
securities owned by the Company.
d. Interest shall accrue at the rate of 10% per annum during
the term of this Note.
2. Collateral: The indebtedness evidenced by this Note is
secured by an engagement agreement between Company and StrategiNet,
Inc. dated May 2, 2000, pursuant to which Company is to receive a
management fee of $150,000.00. Upon receipt of this fee, Company
shall remit to Holder the principal of $150,000.00 as well as all
accrued interest.
3. Subordination: The indebtedness herein is subordinate
and junior to the prior payment in full of existing liabilities of the
Company.
4. No Waiver: No course of dealing between the Holder and
any other party hereto or any failure or delay on the part of the Holder
in exercising any rights or remedies hereunder shall operate as a
waiver of any rights or remedies of the Holder under this or any other
applicable instrument. No single or partial exercise of any rights or
remedies hereunder shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder.
Exhibit 10.10 - Pg. 2
5. No Impairment of Rights: The rights of the Holder and
its successors or assigns hereunder shall not be impaired by the Holder's
sale, hypothecation or rehypothecation of this Note, or by any
indulgence, including, but not limited to:
a. Any renewal, extension or modification which the Holder may
grant with respect to the indebtedness of any part thereof, or
b. Any surrender, compromise, release, renewal, extension,
exchange or substitution which the Holder may grant in respect of the
collateral, or
c. Any indulgence granted in respect of any endorser,
guarantor or surety. The purchaser, assignee, transferee, or pledgee
of this Note, sold, assigned, transferred, pledged, or repledged,
shall forthwith become vested with and entitled to exercise all the
powers and rights given by this Note as if said purchaser, assignee,
transferee or pledgee were originally named as the Holder in this
Note.
6. Financial Reporting: Company will (a) at all times
maintain, in accordance with generally accepted accounting principles,
accurate and complete books and records pertaining to the operation,
business and financial condition of the Company, (b) furnish to the
Holder promptly upon request, and in the form and at the intervals
specified by the Holder, such financial statements, reports, schedules
and other information with respect to the operation, business, affairs,
and financial condition of the Company as the Holder may from time to
time require, (c) at all reasonable times and without hindrance or
delay, permit the Holder or any person designated by the Holder to
enter any place of business of the Company or any other premises where
any books, records and other data concerning the Company exist and to
examine, audit, inspect, and make extracts from and photocopies of any
such books, records and other data.
7. Remedies: If the Company shall breach or default in the
performance of any of the terms, conditions, covenants and agreements
hereunder, then, the entire unpaid principal balance on this Note,
together with all accrued interest hereon, shall, at the option of the
Holder, without notice, immediately become due and payable for all
purposes, and the Holder may exercise all rights and remedies provided
under applicable law.
8. Governing Law: This Note shall be construed according to
and governed by the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed and its seal affixed on the day and year first above written.
SEAL: XXXx.xxx, Inc.
Attest:__/s/________________ By:___/s/Xxxxxx X. Xxxxxxxxx___
Secretary Name: Xxxxxx X. Xxxxxxxxx
Its: President & C.E.O.
