THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES XXX 0000, AS AMENDED
("THE SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C)
IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE
AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY
BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE
OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE
PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A)
LIMIT THE CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY
VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND REDEMPTION
RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT
FOLLOWING WHICH THE REMAINING BALANCE DUE AND OWING
HEREUNDER MAY BE ACCELERATED.
N0.A-003 $100,000
WORLDNET RESOURCES GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES CORPORATION
8% convertible Note due May 1, 2000
WORLDNET RESOURCES GROUP, INC. f/k/ MULTI-MEDIA
INDUSTRIES CORPORATION, a Utah Corporation (together with
its successors, the "Company"), for value received hereby
promises to pay to Birdie Capital Corp. or registered
assigns, the principal sum of One Hundred Thousand Dollars
($100,000) or, if less, the principal amount of this Note
then outstanding, on the Maturity Date to the Holder in such
coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, monthly in
arrears , on (i) the last day of each calendar month of each
calendar year until the Maturity Date, commencing April 1,
2000 (unless such day is not a Business Day, in which event
on the net succeeding Business Day) ( each an "Interest
Payment Date"), (ii) the Maturity Date, (iii) each
Conversion Date, as hereafter defined, and (iv) the date the
principal amount of the Convertible Notes shall be declared
to be or shall automatically become due and payable, on the
principal sum hereof outstanding in like coin or currency,
at the rate per annum set forth below, from the most recent
Interest Payment Date to which interest has been paid on
this Convertible Note, or if no interest has been paid on
this Convertible Note, from the date of this Convertible
Note, until payment in full of the principal sum hereof has
been made.
The interest rate shall be eight percent (8%) per annum
(the "Interest Rate ") or, if less, the maximum rate
permitted by applicable law. Past due amounts (including
Interest, to the extent permitted by law) will also accrue
interest at the Interest Rate plus 2% per annum or, if less,
the maximum rate permitted by applicable law, and will be
payable on demand ("Default Interest"). Interest on this
Convertible Note will be calculated on the basis of a 360-
day year of twelve 30day months. All payments of principal
and interest hereunder shall be made for the benefit of the
Holder pursuant to the terms of the Agreement (hereafter
defined). Except as otherwise provided in this Convertible
Note, the interest payable on each Interest Payment Date
shall be added to the outstanding principal amount on this
Convertible Note on such date and thereafter be considered
part of the outstanding principal amount. The Company may
elect to pay the interest payable on any Interest Payment
Date in cash, provided it gives the registered holder
written notice of such election at least five (5) Business
Days prior to the applicable Interest Payment Date and pays
the same by such date. On each Conversion Date, interest
shall be paid in cash or shares of Common Stock on the
portion of the principal balance of the Convertible Note if
the Convertible Note is then being converted. The number of
shares of Common Stock issued, as interest shall be
determined by dividing the dollar amount of interest due on
the applicable Interest Payment Date by the Conversion
Price.
This Convertible Note (this "Convertible Note") is one
of a duly authorized issuance of $555,000 original
aggregate principal amount of Convertible Notes of the
Company referred to in that certain Securities Purchase
Agreement dated as of the date hereof between the Company
and the Purchasers named therein (the "Agreement"). The
Agreement contains certain additional agreements among the
parties with respect to the terms of this Convertible Note,
including, without limitation, provisions which (A) limit
the conversion rights of the Holder, (B) specify voluntary
and mandatory repayment, prepayment and redemption rights
and obligations and (C) specify Events of Default following
which the remaining balance due and owing hereunder may be
accelerated. All such provisions are an integral part of
this Convertible Note and are incorporated herein by
reference. The Convertible Note is transferable and
assignable to one or more Persons, in accordance with the
limitations set forth in the Agreement.
The Company shall keep a register (the "Register") in
which shall be entered the names and addresses of the
registered holder of this Convertible Note and particulars
of this Convertible Note held by such holder and of all
transfers of this Convertible Note. References to the Holder
or "Holders" shall mean the Person listed in the Register as
the registered holder of such Convertible Notes. The
ownership of this Convertible Note shall be proven by the
Register.
1. Certain Terms Defined. All terms defined in the
Agreement and not otherwise defined herein shall have for
purposes hereof the meanings provided for in the Agreement
2. Covenants. Unless the Majority Holders
otherwise consent in writing, the Company
Covenants and agrees to observe and perform each
of its covenants, obligations and undertakings
contained in the Agreement, which obligations and
undertakings are expressly assumed herein by the
Company and made for the benefit of the holder
hereof.
3. Payment of Principal. The Company shall repay
the remaining unpaid balance on this Convertible
Note on the Maturity Date. The Company may, and
shall be obligated to, prepay all or a portion of
this Convertible Note on the terms specified in
the Agreement.
4.1 Conversion of Convertible Note. The Holder shall have
the right, at its opinion, at any time from and after any
Event of Default, as defined in the Agreement, to convert
the principal amount of this Convertible Note, or any
portion of such principal amount, into the number of fully
paid and non assessable shares of Common Stock (as such
shares shall then be constituted) determined pursuant to
this Section 4.1. The number of shares of Common Stock to be
issued upon each conversion of this Convertible Note shall
be determined by dividing the Conversion Amount (as defined
below) by the Conversion Price on the date a Notice of
Conversion is delivered to the Company by the Holder by
facsimile or other reasonable means of communication
dispatched prior to 5:00p.m. New York Time. The term
"Conversion Amount" means, with respect to any conversion of
this Convertible Note, the sum of (1) the principal amount
of this Convertible Note to be converted in such conversion
plus (2) accrued and unpaid interest, if any, on such
principal amount at the interest rates provided in this
Convertible Note of the Conversion Date plus (3) Default
Interest, If any, on the interest referred to in the
immediately preceding clause (2); the term "Conversion
Price" means $.01.
4.2 Irrevocable Instructions to transfer Agent.
Consistent with Section 7.10 of the Agreement, the
Company (i) shall promptly irrevocably instruct its
transfer agent to issue certificates for the Common
Stock issuable upon conversion of this Convertible Note
and (ii) agrees that its issuance of this Convertible
Note shall constitute full authority to its officers
and agents who are charged with the duty of executing
stock certificated to execute and issue the necessary
certificates for shares of Common Stock in accordance
with the terms and conditions of this Convertible Note.
4.3 Method of Conversion
(a) Notwithstanding anything to the contrary set forth
herein, upon conversion of this Convertible Note in
accordance with the terms hereof, the Holder shall not be
required to physically surrender this Convertible Note to
the Company unless the entire unpaid principal amount of
this Convertible Note is so converted. Rather, records
showing the principal amount converted (or otherwise repaid)
and the date of such conversion or repayment shall be
maintained on a ledger substantially in the form of Annex A
attached hereto (a copy of which shall be delivered to the
Company or transfer agent with each Notice of Conversion).
It is specifically contemplated that the Company hereof
shall act as the calculation agent for conversion and
repayments. In the event of any dispute or discrepancies
such records maintained by the Company shall be controlling
and determinative in the absence of manifest error. The
Holder and any assignee, by acceptance of this Convertible
Note, acknowledge and agree that, by reason of the
provisions of this paragraph, following a conversion of a
portion of this principal amount by this Convertible Note
will be the amount indicated on Annex A attached hereto
(which may be less than the amount stated on the face
hereof).
(b) The Company shall be required to pay any tax which may
be payable in respect of any transfer involved in the
issuance and delivery of shares of Common Stock or other
securities or property on conversion of this Convertible
Note in a name other than that of the Holder (or in street
name).
(c) Upon receipt by the Company of a Notice of Conversion,
the Holder shall be deemed to be the holder of record of the
Common Stock issuable upon such conversion the outstanding
principal amount of accrued and unpaid interest on this
Convertible Note shall be reduced to reflect such
conversion. If the Holder, shall have given a Notice of
Conversion as provided herein, the Company's obligation to
issue and deliver the certificates for shares of Common
Stock shall be absolute and unconditional, irrespective of
the absence of any action by the Holder to enforce the same,
any waiver or consent with respect to any provision thereof,
recovery of any judgment against any person or any action by
the Holder to enforce the same, any failure or delay in the
enforcement of any other obligation of the Company to the
Holder of record, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach
by the Holder of any obligation to the Company, and
irrespective of any other circumstances which might
otherwise limit such obligation of the Company to the Holder
in connection with such conversion. The date of receipt
(including receipt via telecopy) of such Notice of
Conversion shall be the Conversion Date so long as it is
received before 5:00pm., New York time, on such date.
5. Miscellaneous. This Convertible Note shall be deemed to be a
contract made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance with the laws
of said State. The parties hereto, including all guarantors or endorsers,
hereby waive presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance, performance
and enforcement of this Convertible Note,except as specifically provided
herein, and assent to extensions of the time of payment, or forbearance
or other indulgence without notice. The Company hereby submits to the
exclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York State court sitting
in New York City for purposes of all legal proceedings arising
out of or relating to this Convertible Note. The Company irrevocably
waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. The
Company herby irrevocably waives any and all right to trial by jury
in any legal proceeding arising out of or relating to this Convertible
Note. Notwithstanding anything to the contrary in the foregoing, at the
election of the Holder, any dispute between the Holder and the Company
may be arbitrated, rather than litigated in the courts, before and in
accordance with the rules of the American Arbitration Association in
New York City. The Company agrees to submit to and participate in any
such arbitration. The Holder of this Convertible Note by acceptance of
this Convertible Note agrees to be bound by the provisions of this
Convertible Note, which are expressly binding on such Holder.
{Signature page follows}
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed
Dated March 1, 2000
WORLDNET RESOURCES GROUP, INC. f/k/a/
MULTI-MEDIA INDUSTRIES, INC.
BY: ___________________________________
XXXXXXX XXXXX,
CHAIRMAN
