Exhibit 10.1
PROMISSORY NOTE
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[Unsecured]
This Note is made and executed this _____ day of August 2005, by
ONSCREEN TECHNOLOGIES, INC., a Colorado corporation [hereinafter referred to as
"PAYOR"] for the benefit of ________________________________________
[hereinafter referred to as "PAYEE"], collectively referred to herein as the
"PARTIES."
For value received, ________________________________________ , PAYOR
promises to pay PAYEE the sum of _____________________________________
($___________.00). Said amount shall accrue interest at the rate of twelve
percent (12%) simple interest per annum paid to PAYEE on a monthly basis on the
5th day of the month, with the first such interest payment of
____________________________________________ ($______.00) due on September ____,
2005. The principal ($____________.00) shall be due and payable in one
installment ninety (90) days after receipt of the funds by PAYOR.
PAYOR shall have an option to renew the Note for one additional ninety
(90) day period at its sole discretion and under the terms set forth herein.
TRUTH IN LENDING STATEMENT:
Total Principal..................................$_________________.00
Total Interest..........................Twelve Percent (12%) Per Annum
Said funds shall be wired transferred by PAYEE to PAYOR at the
following account on or before August _____, 2005, or as soon thereafter as is
practicable:
Bay Bank of Commerce
San Xxxxx Xxxxxx
0000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
ACCT. NAME: Attorney Xxxxxxx X. Xxxxxx in Trust
for ONSCREEN TECHNOLOGIES, INC.
ACCT. No. 1606102052
ROUTING No. 000000000
Total Amount: $__________________.00
CONTACT: (000) 000-0000
Said interest payments ($__________.00) shall be wire transferred by
PAYOR to PAYEE on or before the 5th of each month at the following account:
BANK: ______________________________
BRANCH: ____________________________
ADDRESS: ___________________________
____________________________________
ACCT. NAME: ________________________
ACCT. No. __________________________
ROUTING No. ________________________
Total Amount: $________.00 per month
ARTICLE I
TYPE OF PAYMENT ON PROMISSORY NOTE
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1. Principal and interest is payable upon this Note only in lawful
money of the United States.
ARTICLE II
WAIVER OF PAYOR
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2. PAYOR waives presentment for payment, protest, and notice of protest
and nonpayment of this Note.
ARTICLE III
DEFAULT BY PAYOR
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3. Should any of the following events of default occur, this Note
and any other obligations of the PAYOR to the PAYEE shall become
due and payable immediately, without prior demand or notice:
a. Failure of the PAYOR to pay the principal and all accrued
interest in full on or before the due date;
b. The death of the PAYOR or PAYEE;
c. The filing of any petition or other request for relief by
the PAYOR under the United States bankruptcy laws;
d. The application for appointment of a receiver for the
PAYOR;
e. The making of a general assignment for the benefit of the
PAYOR's creditors;
f. The insolvency of the PAYOR;
g. The misrepresentation by the PAYOR to the PAYEE for the
purpose of obtaining or extending credit; or
h. Assignment of this Note, with or without value to any
third person not a party hereto.
ARTICLE IV
GOVERNING LAW
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4. All questions with respect to the construction of this Note and
the rights and liabilities of the PARTIES hereto shall be
governed by the laws of the State of California.
ARTICLE V
NOTICES
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5. All notices shall be in writing and either personally delivered
or sent by first class mail, postage prepaid to the address
provided by the PARTIES.
ARTICLE VI
SEVERABILITY
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6. If any provisions of this Note shall be declared by a court of
competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall continue in full force and effect.
ARTICLE VII
HEADINGS
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7. The headings preceding the paragraphs of this Note are for
convenience of reference only, are not a part of this Note, and
shall be disregarded in the interpretation of any portion of this
Note.
ARTICLE VIII
SOLE AGREEMENT
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8. This instrument contains the sole agreement of the PARTIES
relating to their agreement and correctly sets forth the rights,
duties, and obligations of each to the other as of its date. Any
prior agreements, promises, negotiations or representations not
expressly set forth in these Articles are of no force and effect.
ARTICLE IX
ASSIGNMENTS PROHIBITED
----------------------
9. This Note may not be assigned by PAYEE, and any attempt by PAYEE
to assign this Note, with or without value, shall be null and
void.
ARTICLE X
AMENDMENTS TO THIS NOTE
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10. This Note may not be amended or modified in any form or fashion.
No renewal or extension of this Note, delay in enforcing any
right of the PAYEE under this Note, acceptance of a late or
partial payment, or assignment by PAYEE of this Note shall be
deemed a waiver or shall affect the liability of the PAYOR. All
rights of the PAYEE under this Note are cumulative and may be
exercised concurrently or consecutively at the PAYEE's option.
ARTICLE XI
PREPAYMENT PENALTY
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11. PAYOR may, at any time, prepay the entire balance, or any portion
thereof, without penalty and without notice. Any partial payment
shall be charged against unpaid interest, then principal.
However, in no event, shall PAYEE receive less than ninety (90)
days of interest payments.
a. Should PAYOR exercise its option to extend the Note for an
additional ninety (90) days, then PAYEE shall receive a
minimum of an additional ninety (90) days of interest.
ARTICLE XII
CONVERSION TO EQUITY
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12. At any time during the term of the Note, PAYEE at its sole
discretion shall have the right to convert any and/or all of the
principal and/or interest into equity. Said equity will be in the
form of common stock at a strike price of twenty-five cents
($0.25) per share.
ARTICLE XIII
BINDING ARBITRATION AND ATTORNEY'S FEES
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13. In the event of a dispute by and between the PARTIES, which
relates directly or indirectly to the terms and conditions of
this Promissory Note, or any interpretation thereof, said
dispute shall be resolved with binding arbitration under the
rules of the American Arbitration Association. Any such
arbitration hearing shall be conducted in the County of Contra
Costa, California, or at such other suitable place as may be
mutually agreed by and between the PARTIES. The PARTIES waive
their right to trial, including trial by jury, and waive the
right to appeal any adverse ruling made by an arbitrator. The
prevailing PARTY shall be entitled to his/her reasonable
attorney's fees and costs, including all costs of arbitration.
ARTICLE XIV
BONUS PROVISION
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14. For every $500,000.00 investment, the Investor shall receive a
twenty percent (20%) bonus in the form of restricted,
unregistered common stock to be registered in conjunction with
the larger equity raise to follow. As example, each individual
investment of $500,000.00 shall be entitled to a stock bonus of
100,000 shares. For each investment of $1,000,000.00 a stock
bonus of 200,000 shares shall be issued to the Investor
SIGNATURE PAGE FOLLOWS
DATE: ___________________________________
Xxxx "JT" Thatch, CEO/President
of ONSCREEN TECHNOLOGIES, INC.
DATE: ___________________________________
By: ___________________________________
[PAYEE]
