PROMISSORY NOTE AND SECURITY AGREEMENT
$100,000.00 November 18, 1998
FOR VALUE RECEIVED, Xxxxxx X. Xxxxxxx ("Obligor"), promises to pay to
the order of Full Power Group, Inc., a Florida corporation (together with its
successors and assigns, the "Company"), the principal sum of One Hundred
Thousand Dollars ($100,000.00) (the "Principal"), plus interest on the unpaid
balance at the rate of six percent (6%) per annum from the date hereof, on
the terms and conditions set forth below:
1. PAYMENT OF PRINCIPAL.
1.1 The Obligor shall pay the Principal and all accrued and unpaid
interest thereon at any time upon written request by the Company.
1.2 Notwithstanding the foregoing, Obligor may prepay all or any
portion of the Note at any time, without premium or penalty.
1.3 All payments due under this Note shall be delivered to the
Company at its executive offices in Lakewood, Ohio, or at such other place as
may be designated in writing by the Company from time to time.
2. SECURITY INTEREST AND PLEDGE OF SHARES.
2.1 This Note represents the purchase price paid for 380,000 shares
of common stock, par value $0.001 per share, of the Company (the "Shares")
purchased pursuant to that certain Stock Option Purchase Agreement (the
"Option Agreement"), dated September 27, 1998, between Xxxxxxx Xxxxxxx and
Obligor (as assignee of the Company).
2.2 As security for payment of the Principal and accrued and unpaid
interest thereon, Obligor hereby irrevocably assigns and pledges to the
Company all of the Shares and any other shares of stock of the Company that
Obligor becomes entitled to receive directly as a result of Obligor's
ownership of the Shares (collectively, the "Pledged Shares"). The Company
shall be entitled to retain possession of the Pledged Shares until this Note
is paid in full.
2.3 For as long as any portion of this Note remains unpaid, Obligor
shall not be entitled to sell, make a gift of, encumber or otherwise transfer
the Pledged Shares or any interest therein; provided that Obligor shall have
the right to vote and exercise all other rights incident to the ownership of
the Pledged Shares (including, without limitation, the right to receive
dividends and any other distributions on the Pledged Shares) for as long as
Obligor is not in default under this Note.
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3. NO RECOURSE. Obligor shall have no personal liability or obligation
to the Company under this Note. The Company shall look solely to the Pledged
Shares for the payment of all amounts owed hereunder.
4. CERTAIN WAIVERS. Obligor hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and nonpayment of
this Note, and expressly agrees that this Note, or any payment hereunder, may
be extended from time to time and that Company may accept security for this
Note or release security for this Note, all without in any way affecting the
liability of Obligor hereunder.
5. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to conflict of
laws principles.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
at Cleveland, Ohio as of the date first set forth above.
/s/ XXXXXX X. XXXXXXX
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XXXXXX X. XXXXXXX
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