NOTE
$2,500,000 Alexandria, Virginia
December 16, 1994
Six (6) months after this date, FOR VALUE RECEIVED, The
Nostalgia Network, Inc. ("Nostalgia"), a Delaware corporation
having its principal place of business at 000 Xxxxxxxxxxxxx
Xxxxxx, X.X. Washington, D.C., promises to pay to Concept
Communications, Inc. ("Concept"), 000 Xxxxxxxxxxxxx Xxxxxx, X.X.
Washington, D.C. the sum of Two Million Five Hundred Thousand
dollars ($2,500,000), with interest from this date at the rate of
Six and Forty-Three One Hundredths Percent (6.43%) per annum,
subject to the terms and conditions set forth below.
ACCELERATION: The purpose of this loan is to provide a
bridge until Nostalgia is able to negotiate an equity investment
not less than the amount of this note by Concept or others (the
Proposed Investments"). Accordingly, if the Proposed Investment
takes place before the due date of this Note, this Note will be
immediately due and payable upon completion of the Proposed
Investment.
APPLICATION TO WARRANTS: Concept currently holds 215,005
Nostalgia warrants with an exercise price of $2.00 per share. In
the event that the Proposed Investment does not occur within the
term of this Note, Xxxxxxxxx's obligation to repay shall be
conditioned on Concept's exercise of said warrants.
The Nostalgia Network, Inc. has caused this Note to be
executed on its behalf by its undersigned duly authorized
officers.
THE NOSTALGIA NETWORK, INC.
s/ Xxxx X. Xxxx
By Xxxx X. Xxxx, President
s/ Xxxxxx X. Xxxxxxxxxx
By Xxxxxx X. Xxxxxxxxxx,
Secretary
