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EXHIBIT 11(b)
Chino, California _______________, 1998
$________________
PROMISSORY NOTE
1. Obligation. For value received, XXXXXXX X. XXXXX ("Maker")
promises to pay to MERLIN FINANCIAL, INC., a Nevada corporation, or order
("Holder") the Principal Amount and Interest (both as defined below) in the
manner and upon the terms and conditions set forth herein (the "Obligation").
2. Amount and Payment. The principal amount ("Principal Amount") of
this Promissory Note ("Note") is _________________________________ Dollars
($__________). This Note shall bear interest on the unpaid Principal Amount at
the rate of eight percent (8%) per annum. The entire Principal Amount and all
Interest on this Note shall be all due and payable one (1) year after the date
of this Note.
3. Manner and Place of Payment. Payments of the Principal Amount and
Interest shall be made in lawful money of the United States of America.
Principal and Interest are payable at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxx,
XX 00000, or at such place as Holder may designate in writing.
4. Prepayment. Maker shall have the right, at his option, to prepay
this Note, in part or in full, at any time and from time to time, prior to
maturity, without penalty, bonus or charge. All prepayments shall be credited to
the payments next due under this Note.
5. Events of Default. The following shall each constitute an "Event
of Default" under this Note: (i) default in the payment when due of an
installment of Principal Amount or Interest and such default shall continue for
a period of fifteen (15) days; and (ii) any of the following events of
bankruptcy or insolvency: (A) Maker shall file a voluntary bankruptcy or
reorganization petition under the provisions of the Federal Bankruptcy Act, any
other bankruptcy or insolvency law or any other similar statute applicable to
Maker ("Bankruptcy Laws"), (B) Maker shall consent to the filing of any
bankruptcy or reorganization petition against him under any Bankruptcy Law, (C)
Maker shall make an assignment for the benefit of his creditors, (D) Maker shall
admit in writing his inability to pay his debts generally as they become due, or
(E) an involuntary bankruptcy reorganization petition pursuant to any Bankruptcy
Law shall be filed against Maker (and, in the case of any such petition filed
pursuant to any provision of a statute which requires the approval of such
petition by a court, shall be approved by such a court) and shall not be
dismissed within sixty (60) days after such filing.
6. Acceleration Upon Event of Default. Upon the occurrence of an
Event of Default specified in Section 5 above, all accrued Interest and the then
unpaid Principal Amount of this Note shall, at the option of Holder, become
immediately due and payable, without further presentment, notice or demand for
payment.
7. Expenses of Enforcement. In any legal action, arbitration or
alternate dispute resolution proceeding based upon or concerning this Note, the
successful or prevailing party shall be entitled to recover its actual attorney
fees and costs incurred in that action or proceeding, in addition to all other
relief to which it is entitled, regardless of whether the proceeding is
concluded by settlement, award or judgment.
8. Cumulative Rights and Remedies. All rights and remedies of Holder
under this Note shall be cumulative and not alternative and shall be in addition
to all rights and remedies available to Holder under applicable law.
9. Governing Law. This Note shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of Nevada. All
actions or proceedings with respect to this Note may be instituted in the courts
located in the State of Nevada. Maker and Holder each consent to the
jurisdiction of such courts.
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IN WITNESS WHEREOF, Maker has caused this Note to be executed and
delivered at Chino, California as of the day and year first-above written.
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XXXXXXX X. XXXXX
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