PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 2c
Note to Asset Purchase Agreement
NOTE
For value received, Pacific Industrial Corporation (the "Debtor")
promises to pay to Pacific Challenge Pte., Ltd. (the "Holder") or
order, the principal sum of FOUR HUNDRED FIFTY THOUSAND DOLLARS
($450,000.00). The outstanding principal hereunder shall be due
and payable as follows:
(A) On or before December 15, 2001, the sum of one hundred fifty
thousand dollars ($150,000.00) shall be due and payable.
(B) On or before December 15, 2002, the sum of one hundred
thousand dollars ($ 100,000.00) shall be due and payable.
(C) On or before December 15, 2003, the sum of one hundred
thousand dollars ($ 100,000.00) shall be due and payable.
(D) On or before December 15, 2004, the sum of one hundred
thousand dollars ($ 100,000.00) shall be due and payable.
This Note is issued pursuant to an Asset Purchase Agreement (the
"Purchase Agreement) between Debtor and Holder dated January 12,
1999, and supercedes and replaces the Note executed by Debtor in
favor of Holder on January 12, 1999. Repayment of this Note is
secured by a pledge of the Assets purchased by the Debtor from the
Holder pursuant to the Purchase Agreement. Reference is made to
the Purchase Agreement for a full statement of the rights and
obligations of the parties, including, without limitation, the
parties' rights and duties with respect to the Debtor's failure to
pay amounts under this Note when due.
Payment of this Note shall be made in lawful tender of the United
States and shall be credited first to accrued interest then due
and payable with the remainder applied to principal. The Debtor
may at any time prepay without penalty all or any portion of the
principal or interest owing hereunder.
The Holder of this Note shall have full recourse against the
maker, and shall not be required to proceed against the collateral
securing this Note in the event of default.
If action is instituted to collect this Note, the Debtor will pay
all costs and expenses, including reasonable attorney's fees,
incurred in connection with such action. The Debtor hereby waives
notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor and all other notices or demands
relative to this instrument. No delay on the part of the Holder in
exercising any right hereunder shall operate as a waiver of such
right or any other right.
The holding of any provision of this Note to be invalid or
unenforceable by a court of competent jurisdiction shall not
affect any other provisions and the other provisions of this Note
shall remain in full force and effect.
The Debtor's obligations under this Note may not be transferred
or assigned to another party without the prior written consent of
the Holder hereof. All rights and obligations of the Debtor and
the Holder shall be binding upon and benefit the successors,
assigns, heirs and administrators of such parties.
This Note shall be construed in accordance with the laws of the
State of Nevada, without regard to the conflicts of law
provisions of any state of the United States.
IN WITNESS WHEREOF, the Debtor has caused this Note to be issued
as of August 9th 1999.
PACIFIC INDUSTRIAL CORPORATION
by:/s/Xxxxxx Xxxxx, President
