Exhibit 4(h)
TERM NOTE
$__________ October 25, 1995
Phoenix, Arizona
FOR VALUE RECEIVED, TRACER Design, Inc. (the "Maker), an Arizona
corporation, promises to pay to the order of ____________________________
(collectively, the "Holder," which term shall also include subsequent holders
and other assignees of this Note) at Phoenix, Arizona, or at such other place as
Holder may from time to time designate in writing, the principal sum of
$______________ (______________________ Dollars) in immediately available funds,
together with interest in arrears as hereinafter provided on the unpaid
principal balance, from the date of this Note until such principal balance is
paid in full.
The principal amount of this Note shall bear interest at fifteen
percent (15%) per annum. Interest as herein provided shall be computed on a
daily basis and calculated on the basis of a 365- day year for the actual number
of days elapsed. Interest shall be simple, and not compounded, throughout the
term of this Note.
The entire indebtedness (principal and interest) evidenced by this
Note, if not sooner paid, shall be due and payable in full on October 25, 1996.
Maker shall have the right to prepay the principal balance of this Note
in full or in part at any time without penalty or premium.
If any of the following events takes place (each, an "Event of
Default"), Holder at its option may declare all principal and interest then
remaining unpaid and all other amounts payable under this Note immediately due
and payable:
(i) Maker fails to pay principal of or interest on this Note when
such payment is due, and such nonpayment continues for a
period of five business days; or
(ii) A receiver, liquidator or trustee of Maker or any substantial
part of Maker's assets or properties is appointed by a court
order and such appointment remains in effect for 60 days; or
(iii) Maker is adjudicated bankrupt or insolvent; or
(iv) Any of Maker's property is sequestered by or in consequence of
a court order and such order remains in effect for more than
60 days; or
(v) Maker files a petition in voluntary bankruptcy or requests
reorganization under any provision of any bankruptcy,
reorganization or insolvency law or consents to the filing of
any petition against him under any such law; or,
(vi) Maker makes a formal or informal general assignment for the
benefit of his creditors, or admits in writing his inability
to pay debts generally when they become due, or consents to
the appointment of a receiver or liquidator of Maker or of all
or any part of his property.
If an Event of Default occurs and is continuing and Holder incurs costs
or expenses in connection with its collection of the principal of or interest on
this Note, such reasonable costs and expenses shall be paid by Maker and
constitute part of the indebtedness evidenced by this Note.
Presentment, demand, notice of dishonor, and protest are waived by
Maker. No delay by Xxxxxx in exercising any of the rights it may have hereunder
shall operate as a waiver of any of the rights Holder may have, and any waiver
granted for one occasion shall not operate as a waiver of any subsequent
default.
All rights and remedies existing under this Note are cumulative and in
addition to, and not exclusive of, any rights or remedies otherwise available.
This Note shall be governed by and construed in accordance with the
laws of the United States and the State of Arizona, without regard to such of
those laws as govern the choice of law or mandate reliance upon laws foreign to
such State.
This Note shall be binding upon and enforceable against Maker's heirs,
personal representatives and assigns, and shall inure to the benefit of and be
enforceable by Xxxxxx's heirs, personal representatives, successors and assigns.
When used in this Note, the term "business day" means any day other
than a Saturday, Sunday or other day on which Arizona-based banks are authorized
or required to be closed for the transaction of business under any applicable
law or administrative order.
In consideration for value received under this Note, Maker is
simultaneously granting to Holder a warrant to purchase from Maker up to
_______________ shares of common stock of Maker, on the terms and conditions of
the certain Loan and Warrant Purchase Agreement of even date herewith.
TRACER DESIGN, INC.
By ______________________________________
Its President
"Maker"
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Schedule to Exhibit 4(h) - Form of Term Note, dated October 25, 1995.
List of Holders and Principal Amounts of Term Notes:
October 25, 1995 Loan and Warrant Purchase Agreement, Term Note and Warrants
Purchaser Principal of Loan Under Term Note
--------- ---------------------------------
Xxxxxx Xxxxxxxx $10,000
Xxxxxxxx Xxxxxx $5,000
Xxxxxxx and Xxxxx Xxxxxxxxx $10,000
Pickwick Group LLC $5,000
Xxxxxxxx Xxxxxx $10,000
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