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EXHIBIT 6.3
NOTE
$3,035,535.00 Matthews, North Carolina
June 30, 1999
FOR VALUE RECEIVED, money borrowed or credit otherwise extended, VITAL
LIVING PRODUCTS, INC., a Delaware corporation ("Borrower"), does hereby promise
to pay to the order of X. XXXXXX XXXXXX ("Lender"), at Borrower's principal
office at 0000 Xxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxxxx 00000, the principal
sum of THREE MILLION THIRTY-FIVE THOUSAND FIVE HUNDRED THIRTY FIVE DOLLARS
($3,035,535.00), together with interest on the principal amount hereof from time
to time outstanding at the rate of 6% per annum, as follows:
(a) Principal shall be payable in full on June 30, 2001, subject
to prepayment or acceleration as provided herein; and
(b) Interest shall be payable in arrears semiannually on each June
30 and December 31, commencing December 31, 1999, and also at
any other time at which principal is payable, paid or prepaid.
This Note may be prepaid at any time in whole or in part without
penalty or premium. Each payment or prepayment hereof shall be applied first to
interest accrued and previously unpaid and then to principal, unless and except
to the extent that Lender shall agree to apply it first to principal.
If any payment hereunder is due on any day other than a Business Day,
then such payment may be made on the next Business Day with the same effect as
though made on such due date, except that interest shall continue to accrue to
the date payment is actually made. "Business Day" means any day other than a
Saturday, Sunday, or day when commercial banks located in Charlotte, North
Carolina are generally closed for commercial banking business.
The following shall constitute "Events of Default" hereunder:
(a) The failure of Borrower to pay any installment of principal or
interest hereunder when due, and the continuation of such
failure for five (5) days after written notice thereof,
demanding such payment, is given by the holder hereof to
Borrower; or
(b) The commencement of any proceedings by or against Borrower,
and with respect to Borrower as debtor, under any applicable
bankruptcy, insolvency or similar laws for the relief of
debtors, other than an involuntary proceeding that is
dismissed within 60 days after commencement, or any assignment
by Borrower for the benefit of creditors, or any other action
taken by Borrower or its creditors resulting in the
marshalling of the assets and liabilities of Borrower.
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Upon the occurrence of an Event of Default and during the continuation
thereof, the holder hereof may at such holder's option declare the entire
principal balance of this Note and all interest accrued to the date of payment
to be immediately due and payable, whereupon (or automatically upon the
occurrence of an Event of Default described in clause (b) above) the same shall
be immediately due and payable, and the holder hereof shall also have such other
rights and remedies as may be available under applicable law, all of which shall
be cumulative.
Demand, presentment for payment, protest, notice of protest and notice
of dishonor are hereby waived by Xxxxxxxx. If this Note is not paid when due,
then Borrower shall also pay or reimburse the holder hereof for all costs of
collection, including reasonable attorney's fees. This Note is made and
delivered in, and is payable in, North Carolina and shall be governed by and
construed in accordance with the laws of the State of North Carolina.
Any notice to be given to Borrower hereunder shall be deemed
sufficiently given if addressed to Xxxxxxxx and delivered (whether by mail,
courier or otherwise) to the address of its principal office set forth in the
first paragraph hereof (or such other address in the State of North Carolina as
may be hereafter specified in writing by Borrower to the holder hereof and
actually received by such holder).
IN WITNESS WHEREOF, Xxxxxxxx has caused this instrument to be duly
executed in its name under seal as a sealed instrument, as of the day and year
first above written.
VITAL LIVING PRODUCTS, INC.
[CORPORATE SEAL]
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: President
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