Exhibit 10.27
[FORM OF]
PROMISSORY NOTE
$_________ Houston, Texas _______ __, 200_
FOR VALUE RECEIVED, on the dates and in the amount so stipulated, the
undersigned, Excalibur Industries, Inc., a Delaware corporation with its
principal place of business located at 00000 Xxxxxxxxxx Xx., Xxx 000, Xxxxxxx,
XX 00000 (hereinafter referred to as "Maker," whether one or more), hereby
agrees and promises to pay to WSHS, Inc. (hereinafter referred to as "Payee,"
which term shall in every instance refer to any owner or holder of this Note),
in care of its Agent, Xxxxxxx Xxxxxx, at 1906 Castlerock, Houston, Texas 77090
or at such other place and to such other party or parties as the Payee may from
time to time designate in writing, on demand, the principal sum of
___________________________ AND NO/100 ($___________) in coin or currency of the
United States of America. Interest shall accrue thereon from and after the date
hereof until maturity at the rate of prime (as published in the Wall Street
Journal) plus 1.5% per annum until paid, but in no event shall the interest
exceed the maximum amount of non-usurious interest allowed from time to time by
applicable law ("Highest Lawful Rate").
The Maker shall have the right to prepay the entire principal sum hereof
or any portion hereof at any time and from time to time prior to maturity,
without penalty.
Upon Maker's failure to pay any amounts when due, Payee will send a notice
requesting a cure by the Maker. The Maker will have thirty (30) days after
receipt of written notice to cure the default.
If this Note is collected by suit, through probate, or bankruptcy court,
or by any other judicial proceedings, or if this Note is not paid at maturity,
howsoever such maturity may be brought about, and is placed in the hands of an
attorney for collection, then the Maker shall be liable to pay, in addition to
all other amounts owing hereunder, reasonable attorneys' fees.
The Maker and all sureties, endorsers, and guarantors of this Note: (i)
waive presentment for payment, protest, and notice of protest, (ii) agree to any
substitution, exchange or release of any party primarily or secondarily liable
hereon, (iii) agree that the Payee or other holder hereof shall not be required
first to institute suit or exhaust its remedies hereon against the Maker or
others liable or to become liable hereon or to enforce its rights against any
security hereof in order to enforce payment of this Note by them, and (iv)
consent to any extension or postponement of time of payment of this Note and to
any other indulgence with respect hereto without notice thereof to any of them.
This Note is intended to be performed in accordance with and only to the
extent permitted by all applicable law. If any portion of this Note or the
application thereof to any person or circumstance shall, for any reason and to
any extent, be invalid or unenforceable, neither the remainder of this
instrument nor the application of such provisions to other persons or
-1-
circumstances shall be affected thereby, but rather shall be enforced to the
greatest extent permitted bylaw.
This Note has been entered into in accordance with, and shall be governed
and controlled by, the laws of the State of Texas.
Executed this ___ th day of __________, 200__.
-------------------------------
Xxxxxxx X. Xxxxxxxx
Excalibur Industries, Inc.
Chief Financial Officer
-2-
