PROMISSORY NOTE
(THIS NOTE IS SUBORDINATED AND UNSECURED)
$800,000.00 February 28, 2000
San Francisco, California
1. TERMS.
FOR VALUE RECEIVED, Crown Services, Inc., a Delaware corporation (the
"Borrower") hereby promises to pay to Gateway Advisors, Inc., a Delaware
corporation (the "Lender"), or order, at such location as the Lender shall
direct in writing from time to time, the principal sum of Eight Hundred Thousand
Dollars ($800,000.00) with interest to accrue from the date of this Note on the
amounts of principal remaining from time to time unpaid until said principal sum
is paid, with interest calculated at the fixed rate of eight percent (8 %) per
annum.
The entire balance of principal and interest owing hereunder shall be
due and payable on April 1, 2000 (the "Maturity Date"), provided, however, that
all unpaid principal and accrued interest will become immediately payable in the
event Borrower raises gross proceeds of $3,000,000 from the sale of its capital
stock, after the date of this Note.
If suit is brought to collect this Note, the Lender, at Lender's
option, shall be entitled to collect from Borrower all reasonable costs and
expenses of suit, including, but not limited to, reasonable attorneys' fees.
Borrower may prepay at any time or from time to time any portion or all
of the principal amount outstanding under this Note without penalty.
Borrower waives presentment, demand for performance, notice of
nonperformance, protest, notice of protest and notice of dishonor.
2. CHOICE OF LAW AND VENUE
This Note shall be deemed to have been made in the State of California
and the validity of this Note, the construction, interpretation, and enforcement
hereof, and the rights of the parties hereto, shall be determined under,
governed by, and construed in accordance with the internal laws of the State of
California, without regard to principles of conflicts of law. BORROWER AND
LENDER EACH WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE ON ANY BASIS WHATSOEVER.
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3. SEVERABILITY
If any clause or provision of this Note is adjudged invalid,
such adjudication shall not affect the validity of any other clause or
provision, or constitute a cause of action in favor of either party against the
other.
4. PURPOSES
This loan is for business purposes only.
CROWN SERVICES, INC.,
a Delaware corporation
By: /s/
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Name:
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Title:
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