EXCEPT WITH THE PRIOR WRITTEN CONSENT OF INTELLECT CAPITAL GROUP, LLC,
THIS PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, GIFTED OR OTHERWISE
TRANSFERRED OR DISPOSED OF.
PROMISSORY NOTE
$500,000.00 July 16, 2001
1. FOR VALUE RECEIVED, the undersigned, BRIGHTCUBE, INC., formerly
known as XXXXXXXXX.XXX, INC., a Nevada corporation (the "Borrower"), promises to
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pay, ON DEMAND, to the order of INTELLECT CAPITAL GROUP, LLC, a Delaware limited
liability company (the "Lender"), at Xxxxxx's address at 00000 Xxxxx Xxxxxx
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Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 or at such other address as
Lender may designate in writing to Borrower, the principal sum of Five Hundred
Thousand and 00/100 Dollars ($500,000.00) plus interest on the unpaid balance
thereof as hereinafter stated.
2. Xxxxxxxx acknowledges and understands that Xxxxxx may agree to
accept periodic payments from time to time on account of this Promissory Note.
The acceptance of such payments, whether or not pursuant to a formal or informal
payment schedule, shall not in any way alter the demand nature of this note, or
be deemed to convert it to an installment obligation, which modification may
only be effected by a writing executed by Xxxxxxxx and Xxxxxx. Borrower further
acknowledges that there is no existing understanding between Borrower and Lender
which would in any way alter the demand nature of this obligation.
3. Borrower shall pay interest to Lender on the outstanding and
unpaid principal balance of this Promissory Note at a rate per annum equal to
eight percent (8.0%). Interest hereunder shall be payable quarterly, commencing
on the first (1st) day of the quarter immediately following the quarter in which
this Promissory Note is executed, and continuing on the first (1st) day of each
quarter thereafter until the entire principal sum hereof and all interest
accrued hereunder are paid in full. Each payment received by Lender shall be
credited as of its due date, without regard to its date of receipt by Xxxxxx,
first (1st) to interest accrued and unpaid as of such due date and the remainder
to principal, and interest shall cease upon the principal so credited. All
interest calculations shall be on a basis of a three hundred and sixty (360)-day
year and a thirty (30)-day month.
4. This Promissory Note is owed without setoff, defense or
counterclaim.
5. The entire outstanding principal balance of this Promissory
Note and all interest accrued thereon shall be due and payable at any time upon
written demand delivered by Lender to Borrower, which demand shall provide
Borrower with fifteen (15) business days' notice that such amounts are
immediately due and payable.
6. Payments of both principal and interest are to be made in
lawful money of the United States of America in same-day or immediately
available funds to the account designated by Lender in its demand notice
delivered in accordance with Paragraph 5 hereof.
7. This Promissory Note is a senior obligation of the Borrower,
ranking in greater priority over any general creditors of the Borrower.
8. This Promissory Note is the Promissory Note referred to in, and
is entitled to the benefits of, the Loan and Security Agreement dated the date
hereof by and between Borrower and Lender (the "Loan Agreement"). This
Promissory Note is secured by the Loan Agreement, reference to which is hereby
made for a description of the collateral provided for under the Loan Agreement
and the rights of Borrower and Lender in respect to such collateral.
9. If (a) Lender retains an attorney to collect, enforce or defend
this Promissory Note, or (b) Lender shall become a party, either as plaintiff or
defendant, in any suit or legal proceeding in relation to the indebtedness
hereunder, or (c) Borrower is the subject of any bankruptcy proceeding, or (d)
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Borrower or anyone claiming by, through or under Borrower, sues Lender in
connection with this Promissory Note and does not prevail against Lender, then
in the case of any such event, Xxxxxxxx agrees to pay Lender in addition to
principal and interest due hereon, all reasonable costs and expenses incurred by
Lender in connection with such collection, enforcement, defense, suit or
proceeding, including reasonable attorneys' fees.
10. All parties hereto, whether as borrowers, lenders, makers,
endorsers, or otherwise, severally waive presentment for payment, demand,
protest and notice of dishonor.
11. Borrower's obligations under this Promissory Note are
absolute, unconditional and not dependent or conditioned in any way upon any
other agreements (except for the Loan Agreement) or circumstances that might,
but for the intent expressed in this Section, constitute a defense to Xxxxxxxx's
obligations hereunder. Time is of the essence in this Promissory Note.
THIS PROMISSORY NOTE HAS BEEN DELIVERED IN LOS ANGELES, CALIFORNIA,
AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF CALIFORNIA.
BRIGHTCUBE, INC.
By: /s/ Xxxxxx Xxxxx
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Title: CEO
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