This Note has not been registered under the Securities Act of 1933, as amended
(the "Act"), and may not be sold, transferred, assigned or otherwise disposed of
unless the person requesting the transfer of the Note shall provide an opinion
of counsel to Preferred/telecom, inc. (the "Company") (both counsel and opinion
to be satisfactory to the Company) to the effect that such sale, transfer,
assignment or disposition will not involve any violation of the registration
provisions of the Act or any similar or superseding statute.
PROMISSORY NOTE
$ ________ Dallas, Texas ______, 1999
FOR VALUE RECEIVED, Preferred Voice, Inc., a Delaware corporation, promises to
pay to the order of at or at such other address as the holder hereof may
designate, the principal sum of ($___________), together with interest on the
unpaid principal balance from the date hereof until this note is paid in full at
a rate of ____% per annum.
Principal and interest shall be payable as follows:
a. Upon funding of KMC Telecom agreement, or
b. Through payment of 50% of proceeds from sales of master
distributorships sold after this date, or
c. One year from issuance of this note,
whichever is earlier until note and interest is fully paid.
All payments received shall be applied first to the payment of accrued
interest and then to the payment of principal.
Maker shall have the right to prepay any and all amounts due hereunder
without penalty for the privilege of doing so.
No payment shall be considered in default unless it is not paid within
ten (10) days after delivery of written notice of nonpayment.
Any time prior to repayment, Holder will have the right to convert this
note into shares of common stock, $.001 par value per share, of Maker, at the
conversion rate of one share of common stock for each $1.00 of principal and
interest due on the note on the date of conversion.
In the event default is made in the payment of this Note, the unpaid
balance on this Note shall at once become due and payable, without notice, at
the option of the Holder. Failure to exercise this option shall not constitute a
waiver of the right to declare the entire principal due and payable at once at
any subsequent time.
All past due principal on this Note shall bear interest at a rate of
18% per annum from maturity until paid.
In the event default is made in the payment of this Note, then the
holder will have the right from and after such default to convert the unpaid
balance on this Note into the number of shares of common stock, $.001 par value
per share, of maker (the "Stock"), derived from dividing the unpaid balance by
the conversion rate where the conversion rate equals one-half of the average
closing price of the Stock on the exchange on which it is traded for the 45 day
period prior to conversion or if the Stock is not then traded on an exchange,
one-half of the average of the last bid price for the 45 day period prior to the
conversion.
If, after default, this Note is placed in the hands of an attorney for
collection, or if colleted through judicial proceeding, Maker shall pay, in
addition to the sums referred to above, a reasonable sum as a collection or
attorneys' fee and all other costs incurred by Xxxxxx in collection of the
unpaid amounts due hereunder.
Each maker, surety, guarantor, endorser or other party liable for the
payment of this Note, in whole or in part, hereby expressly waives presentment
and demand for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest and notice of protest and nonpayment, bringing
of suit and diligence in taking any action to collect sums owing hereon, and
agree that this Note, and any payment hereunder, may be extended from time to
time without in any way affecting such liability.
MAKER:
Preferred Voice, Inc.
By:
-------------------------------
X. XXX XXXXXX
Chief Executive Officer
Schedule of Promissory Notes
Interest Rate
Name Address Date Issued Amount (per annum)
Xxxx X. Xxxxxx 0000 Xxxxxxx Xxxxxx 0/7/99 $50,000.00 12%
Westfield, MA 01085
Xxxxx Xxxxxxxxxx 00 Xxxx 00xx Xxxxxx, Xxx. #2 4/22/99 $75,000.00 12%
New York, NY 10024-5242
Xxxxxxxxxx Xxxxx 000 Xxxxx Xxxx 4/23/99 $75,000.00 12%
Franklin Lakes, NJ 07417
