PROMISSORY NOTE
$______________ December 9, 1999
FOR VALUE RECEIVED, _______________ an individual (hereinafter referred to
as the "Maker"), promises to pay to the order of Teltran International Group,
Ltd. ("Payee"), at _________________ or at such other place as the Payee may
from time to time designate in writing to the Maker, in lawful money of the
United States of America, in immediately available funds, the principal sum of
_____________________Dollars and No Cents.
This note has been issued by the Maker in connection with the Maker's
exercise of options to purchase ______ shares of common stock ("Shares") of
Teltran International Group, Ltd. on the date hereof, at an exercise price of
______ cents ($0.__) per share (the "Exercise Price").
The outstanding principal balance hereof shall be due and payable on
December 8, 2001; provided, however, that upon the sale by Maker of any Shares,
an amount equal to (x) the number of Shares times (y) the Exercise Price shall
become immediately due and payable. The principal balance hereof may be prepaid
in whole or in part at any time without penalty.
Maker waives presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.
The Payee shall not, by any act, delay, omission or otherwise, be deemed
to have waived any right or remedies hereunder unless such waiver be in writing
and signed by the Payee. A waiver on any one occasion shall not be construed as
a bar to or waiver of any such right or remedy on any future occasion.
All provisions of this note shall be considered as separate terms and
conditions, and in the event that any one shall be held illegal, invalid or
unenforceable, all other provisions hereof shall remain in full force and effect
as if the illegal, invalid or unenforceable provision were not a part hereof;
provided, however, that whenever possible, the illegal, invalid or unenforceable
provision shall be deemed modified and amended to the extent that it may thereby
be made legal, valid and enforceable.
This note shall be governed by, construed and interpreted in accordance
with the laws of the State of New York respecting agreements negotiated, entered
into and to be fully performed within the State of New York.
This note may not be altered, modified, amended, terminated or discharged
orally.
Given under the hand and seal of the undersigned, the date and year
indicated above.
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