[Exhibit 4.2]
LOAN AGREEMENT AND PROMISSORY NOTE
THIS LOAN AGREEMENT AND PROMISSORY NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") OR APPLICABLE STATE SECURITIES LAWS. A FURTHER SALE,
ASSIGNMENT OR TRANSFER OR OTHER DISPOSITION MAY NOT BE MADE
EXCEPT PURSUANT TO THE PROVISIONS OF THE ACT AND APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, SATISFACTORY
TO THE ISSUER, IS OBTAINED STATING THAT SUCH DISPOSITION IS
IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION AND THE PROVISIONS HEREOF.
$22,500 Dated: October 28, 2003
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IN CONSIDERATION OF THE LOAN TO THE BORROWER OF THE PRINCIPAL
SUM IN CASH, the undersigned, UniPro Financial Services,
Inc., a Florida corporation in good standing, maintaining its
principal place of business at: 0000 X. Xxxxx Xxxxxxx, Xxxxx
000, Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred to as
the "Borrower"),
DOES HEREBY Promise To Pay To The Order Of:
Suouconni Ltd, hereinafter referred to as the "Lender",
maintaining its principal office in Sarasota County, the
State of Florida, or at such other place as may hereafter be
designated in writing, in lawful money of the United States
of America, and in immediately available funds, the sum of
TWENTY-TWO THOUSAND FIVE HUNDRED ($22,500) Dollars.
Principal Payments.
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The Principal sum shall be due and payable on or before the
thirty-first day of October, 2005.
Unless otherwise agreed, payment of Principal and any other
amounts due hereunder shall be made in lawful money of the
United States of America. This Promissory Note may be
prepaid, in whole or in part, at any time without premium or
penalty of any kind.
The terms and conditions hereof may be altered, changed or
otherwise amended only by the mutual written consent of the
parties hereto.
Lender has the option to receive payment of the Principal sum
in the form of Ten Thousand (10,000) "restricted" shares of
the Borrower's Common Stock (valued at $2.25 per share).
Interest Payments.
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Beginning October 31, 2004, interest on unpaid principal, at
the rate of 6% per annum, shall be due and payable annually
on the anniversary of that date or at the time any Principal
payment (partial or full payment) is tendered. Interest
payments may be made in cash or shares of common stock at
Lender's option.
Any of the following events shall be an "Event of Default":
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a) If the principal payment is not made on or within 3
business days after the due date;
b) If the Borrower becomes insolvent or unable to pay
its debts generally as they become due, or makes an
assignment for the benefit of creditors; or
c) If relief is sought by or against the Borrower by
legal action pursuant to any insolvency or bankruptcy law.
Should one or more Events of Default hereunder occur, and
continue, Lender may proceed to protect and enforce all
rights hereunder, either by suit in equity or by action at
law, or both; whether for the specific performance of any
covenant, condition, or agreement contained herein, or in aid
of the exercise of any power granted in this Promissory Note
to enforce any other legal or equitable right. After an Event
of Default and immediately upon written demand therefor, the
Borrower shall pay any amounts reasonably expended or
incurred by Lender in the collection of any amount due
hereunder, including without limitation, attorney's fees and
costs, whether or not any legal action is instituted in
connection therewith.
[Exhibit 4.2 - Pg. 1]
This Promissory Note shall be binding upon the Borrower, its
successors, representatives and assigns, and shall inure to
the benefit of and be enforceable by Lender, its successors
and assigns. This Promissory Note may not be changed, waived,
discharged or terminated except by an instrument in writing
and signed by Lender. A waiver of any provision of this
Promissory Note shall be interpreted narrowly and only for
the specific contractual provision and the specific time
period set forth herein. No failure by Lender to enforce any
right or exercise any remedy hereunder shall waive any future
right of enforcement thereof or an exercise of such remedy at
a later time.
The Borrower hereby waives presentment, demand, protest,
notice of dishonor and all other notices and demands, except
as expressly set forth herein. Further, the Borrower
specifically waives any conflict of interest which may be
construed or otherwise arise as a result of the fact that the
Lender is or hereafter becomes an affiliate (as defined under
the Act) of the Borrower. There is no personal liability on
the part of the Borrower's officers or directors with regard
to the provisions hereof.
This Promissory Note shall be construed and governed in all
respects by the laws of the State of Florida applicable to
contracts made and to be performed therein.
Any notice or communications required or sent in connection
with this Promissory Note shall be sent delivered in person
or by first class mail, postage prepaid, addressed as set
forth hereinabove or to such other address as the respective
party shall provide hereafter. In the event of personal
delivery of notice or communication proof of delivery shall
be obtained.
IN WITNESS WHEREOF, the parties have executed this Loan
Agreement and Promissory Note in counterparts on the day and
year first above written.
UniPro Financial Services, Inc. Suouconni Corporation
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-Borrower -Lender
by:__/s/ Xxxxxx Judkowitz__ by:__ /s/ Xxxxx Galant__
Xxxxxx Xxxxxxxxx Xxxxx X. Xxxxxx
President President
[Exhibit 4.2 - Pg. 2]
