THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS
OF THE DATE HERREOF, A COPY OF WHICH MAY BE OBTAINED FROM
THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS
CERTAINADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING
WQITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE
CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND
MAN DATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND
OBLIGATIONS AND (C) SPECIFY THE EVENTS OF DEFAULT FOOLLOWING
WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE
ACCELERATED.
No.A-002 $110,000
WORLDNET RESOURCES GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES CORPORATION
8% Convertible Note due May 1, 2000
WORLDNET REOURCE GROUP, INC. f/k/a MULTI-MEDIA
INDUSTRIES CORPORATION, A Utah Corporation (together with
its successors, the "Company"), for value received hereby
promises to pay to Forest Equities or registered assigns,
the principal sum of One Hundred Ten Thousand Dollars
(110,000) or, if less, the principal amount of this Note
then outstanding, on the Maturity Date to the Holder in such
coin or currency of the United States of America as at the
time of payment shall be legal tender fir the payment of
public and private debts, and to pay interest, monthly in
arrears, on (i) the last day of each calendar month of each
year until the Maturity Date, commencing April1, 2000
(unless such day is not a Business Day, in which event on
the next succeeding Business Day) (each an "Interest Payment
Date"), (ii)the Maturity Date, (iii) each Conversion Date,
as hereafter defined, and (iv) the date the principal amount
of the Convertible Notes shall be declared to be or shall
automatically become due and payable, on the principal sum
hereof outstanding in like coin or currency, at the rates
per annum set forth below, from the most recent Interest
Payment Date to which interest has been paid on this
Convertible Note, or if no interest has been paid on this
Convertible Note, from the date of this Convertible Note
until payment in full of the principal sum hereof has been
made.
The interest rate shall be (8%) per annum (the
"Interest Rate") or, if less, the maximum rate by applicable
law. Past due amounts (including interest, to the extent
permitted by law) will also accrue interest at the Interest
Rate plus 2% per annum or, if less, the maximum rate
permitted by applicable law, and will be able on demand
("Default Interest"). Interest on this Convertible Note will
be calculated on the basis of a 360-day year of twelve 30-
day months. All payments of principal and interest hereunder
shall be made for the benefit of the Holder pursuant to the
terms of the Agreement (hereafter defined). Except as
otherwise provided in this Convertible Note, the interest
payable on each Interest Payment Date shall be added to the
outstanding principal amount of this Convertible Note on
such date and thereafter be considered part of the
outstanding principal amount. The Company may elect to pay
the interest payable on any Interest Payment Date in cash,
provided it gives the registered holder written notice of
such election at least five (5) Business Days prior to the
applicable Interest Payment Date and pays the same by such
date. On each Conversion Date, interest shall be paid in
cash or shares of Common Stock on the portion of the
principal balance of the Convertible Note if the Convertible
Note is then being converted. The number of shares of Common
Stock issued, as interest shall be determined by dividing
the dollar amount of interest due on the applicable Interest
Payment Date by the Conversion Price.
This Convertible Note (this "Convertible Note") is one
of the duly authorized issuance of $555,000 original
aggregate principal amount of Convertible Notes of the
Company referred to in that certain Securities Purchase
Agreement dated as of the date hereof between the Company
and the Purchasers named therein (the "Agreement"). The
Agreement contains certain additional agreements among the
parties with respect to the terms of this Convertible Note,
including, without limitation, provisions which (A) limit
the conversion rights of the Holder, (B) specify voluntary
and mandatory repayment, prepayment and redemption rights
and obligations and (C) specify Events of Default following
which the remaining balance due and owing hereunder may be
accelerated. All such provisions are an integral part of
this Convertible Note and are incorporated herein by
reference. The Convertible Note is transferable and
assignable to one or more Persons, in accordance with the
limitations set forth in the Agreement.
The Company shall keep a register (the "Register") in
which shall be entered the names and addresses of the
registered holder of this Convertible Note and particulars
of this Convertible Note held by such holder and of all
transfers of this Convertible Note. References to the Holder
or "Holders" shall mean the Person listed in the Register as
the registered holder of such Convertible Notes. The
ownership of this Convertible Note shall be proven by the
Register.
1. Certain Terms Defined. All term defined in the
Agreement and not otherwise defined herein shall have for
purposes hereof the meanings provided for in the Agreement]
2. Covenants. Unless the Majority Holders otherwise
consent in writing, the Company covenants and agrees to
observe and perform each of its covenants, obligations and
undertakings contained in the Agreement, which obligations
and undertakings are expressly assumed herein by the Company
and made for the benefit of the holder hereof.
3. Payments of Principal. The Company shall repay the
remaining unpaid balance on this Convertible Note on the
Maturity Date. The Company may, and shall be obligated to,
prepay all or a portion of this Convertible Note on the
terms specified in the Agreement.
4.1 Conversion of Convertible Note. The Holder shall have
the right, at its option, at any time from and after any
Event of Default, as defined in the Agreement, to convert
the principal amount of this Convertible Note, or any
portion of such principal amount into that number of fully
paid and non-assessable shares of Common Stock (as such
shares shall then be constituted) determined pursuant to
this Section 4.1. The number of shares of Common Stock to be
issued upon each conversion of this Convertible note shall
be determined by dividing the Conversion Amount (as defined
below) by the conversion Price on the date a Notice of
Conversion is delivered to the Company by the Holder by
facsimile or other reasonable means of communication
dispatched prior to 5:00 p.m., New York Time. The term
"Conversion Amount" means, with respect to any conversion of
this Convertible Note, the sum of (1) the principal amount
of this Convertible Note to be converted in such conversion
plus (2) accrued and unpaid interest, if any, on such
principal amount at the interest rates provided in this
Convertible Note to the Conversion Date plus (3) Default
interest, if any, on the interest referred to in the
immediately preceding clause (2); the term "Conversion
Price" means $.01.
4.2 Irrevocable Instruction to Transfer Agent. Consistent
with Section 7.10 of the Agreement, the Company (i) shall
promptly irrevocably instruct its transfer agent to issue
certificates for the Common Stock issuable upon conversion
of this Convertible Note and (ii) agrees that its issuance
of this Convertible Note shall constitute full authority to
its officers and agents who are charged with the duty of
executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock in
accordance with the terms and conditions of this Convertible
Note.
4.3 Method of Conversion. (a) Notwithstanding anything to
the contrary set forth herein, upon conversion of this
Convertible Note in accordance with the terms hereof, the
Holder shall be required to physically surrender this
Convertible Note to the Company unless the entire unpaid
principal amount of this Convertible Note is so converted.
Rather, records showing the principal amount converted (or
otherwise repaid) and the date of such conversion or
repayment shall be maintained on a ledger substantially in
the form of Annex A attached hereto (a copy of which shall
be delivered to the Company or transfer agent with each
Notice of Conversion). It is Specifically contemplated that
the Company hereof shall act as the calculation agent for
conversions and repayments. In the event of any dispute or
discrepancies, such records maintained by the Company shall
be controlling and determinative in the absence of manifest
error. The Holder and any assignee, by acceptance of this
Convertible Note, acknowledge and agree that, by reason of
the provisions of this paragraph, following a conversion of
a portion of this Convertible Note, the principal amount
represented by this Convertible Note will be the amount
indicated on Annex A attached hereto (which may be less than
the amount stated on the face hereof).
(b) The Company shall be required to pay any tax which may
be payable in respect of any transfer involved in the
issuance and delivery of shares of Common Stock or other
securities or property on conversion of this Convertible
Note in a name other than that of the Holder (or in the
street name).
(c) Upon receipt by the Company of a Notice of Conversion,
the Holder shall be deemed to be the holder of record of
Common Stock issuable upon such conversion the outstanding
principal amount and the amount of accrued and unpaid
interest on this Convertible Note shall be reduced to
reflect such conversion. If the Holder shall have given
a Notice of Conversion as provided
herein, the Company's obligation to issue and
deliver the certificates for shares of Common
Stock shall be absolute and unconditional,
irrespective of the absence of any action by
the Holder to enforce the same, any waiver or
consent with respect to any provisions
thereof, the recovery of any judgment against
any person or any action by the Holder to
enforce the same, any failure or delay in the
enforcement of any other obligation of the
Company to the Holder of record, or any
setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged
breach by the Holder of any obligation to the
Company, and irrespective of any other
circumstance which might otherwise limit such
obligation of the Company to the Holder in
connection with such conversion. The date of
receipt (including receipt via telecopy) of
such Notice of Conversion shall be the
Conversion Date so long as it is received
before 5:00p.m. New York Time, on such date.
4. Miscellaneous. This Convertible Note shall be deemed to
be a contract made under the laws of the State of New York
and for all purposes shall be governed by and construed in
accordance with the laws of said State. The parties hereto,
including all guarantors or endorsers, hereby waive
presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance,
performance and enforcement of this Convertible Note, except
as specifically provided herein, and assent to extensions of
the time of payment, or forbearance or other indulgence
without notice. The Company hereby submits to the exclusive
jurisdiction of the United States District Court for the
Southern District of New York and of any New York State
court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Convertible
Note. The Company irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that nay
such proceeding brought in such a court has been brought in
an inconvenient forum. The Company hereby irrevocably waives
any and all right to trial by jury in any legal proceeding
arising out of or relating to this Convertible Note.
Notwithstanding anything to the contrary in the foregoing,
at the election of the Holder, any dispute between the
Holder and the Company may be arbitrated rather than
litigated in the courts, before and in accordance with the
rules of the American Arbitration Association in New York
City. The Company agrees to submit to and participate in any
such arbitration.
The Holder of this Convertible Note by acceptance
of this Convertible Note agrees to be bound by the
provisions of this Convertible Note, which are
expressly binding on such Holder.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated: March 1, 2000
WORLDNET RESOURCES GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES, INC.
BY:
NAME:
TITLE:
