EXHIBIT 10.41
CREDIT AGREEMENT
AGREEMENT made this 28th day of April 1998, by and between SENETEK PLC, located
at 00 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX (hereinafter referred to as "SENETEK") and
WINDSOR CAPITAL MANAGEMENT, LTD., 000 Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx
XX00, Bermuda (hereinafter referred to as "WINDSOR").
W I T N E S S E T H:
WHEREAS, WINDSOR is agreeable to providing a credit accommodation and
credit facility to SENETEK;
and
WHEREAS, SENETEK is agreeable to accepting the credit accommodation
and facility;
and
WHEREAS, the parties are desirous of expressing their rights and
obligations with respect to the credit accommodation and facility.
NOW, THEREFORE, IN CONSIDERATION OF AND FOR THE
MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN AND
FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO HEREBY AGREE AS FOLLOWS:
FIRST: WINDSOR agrees, upon execution of the within agreement, to
provide to SENETEK an unsecured credit accommodation and facility in the sum of
$10,000,000 (Ten Million Dollars) under the following terms and conditions:
(a) The credit line - facility will be unsecured and be
available to SENETEK at its option under said credit facility for a period of
two (2) years or until April 28, 2000;
(b) All loans and advances to SENETEK will be on a minimum
draw-down basis of $500,000 (Five Hundred Thousand Dollars) at the time of each
request for exercising or draw by SENETEK on the credit line as provided for
herein (SENETEK will transmit written notice of a draw down to WINDSOR); and
(c) The credit line will be made available directly from
WINDSOR, and/or at WINDSOR's option, a banking institution designated by WINDSOR
that will make such loans and advances as requested by SENETEK.
SECOND: WINDSOR warrants and represents that it will make all
contractual and/or other arrangements required by a banking or lending
institution to make the unsecured credit line available for SENETEK in the event
that WINDSOR elects to utilize a commercial bank for providing the unsecured
credit line, and that WINDSOR will be responsible for any bank or other charges
as may be incurred for the credit line availability.
THIRD: The parties agree that SENETEK will have the right to utilize
said credit line and draw down at its discretion for working capital purposes,
research and development and/or acquisitions as it may deem necessary during the
term of the within agreement.
FOURTH: In consideration for providing the unsecured line of credit
herein, SENETEK agrees to issue to WINDSOR warrants to purchase ordinary shares
of SENETEK's Common Stock which are convertible into American Depository
Receipts (ADR) currently trading on the NASDAQ Small Cap market. (The issuance
of the warrants and ordinary shares are subject to both the laws of the United
Kingdom and the United States.) The warrants to be issued by SENETEK will be
equal to the amount of the minimum draw down by SENETEK divided by $3.50, which
is the exercise price of a warrant; i.e., on a minimum of $500,000 (Five Hundred
Thousand) draw down utilized by SENETEK, SENETEK agrees to issue 142,860 stock
purchase warrants to purchase one (1) ordinary share, exercisable at $3.50 per
share for a period of three (3) years from the date of said issuance to WINDSOR,
and an additional three (3) year warrant to purchase one (1) ordinary shares at
an exercise price of $6.00 per share for every five (5) warrants issued to
WINDSOR at the exercise price of $3.50 per share, so that on a minimum of
$500,000 (Five Hundred Thousand) draw down by SENETEK, in addition to the
warrants at $3.50 as stated herein, an additional warrant, exercisable at $6.00
will be issued (an additional 28,572, $6.00 warrants will be issued by SENETEK
to WINDSOR). As the parties have been negotiating the within credit arrangement
since February _____, 1998, it is agreed that the exercise price for the $3.50
warrants will be as of said date. Annexed hereto and marked Exhibit 1 and
Exhibit 2 are copies of the warrant certificates exercisable at $3.50 per share,
and at $6.00 per share.
FIFTH: SENETEK agrees that it will use its best endeavors to grant
registration rights for the underlying shares with respect to the $3.50 and
$6.00 warrants, as stated herein, within 90 days from the date of the draw down
of credit by SENETEK, and will pay all costs and expenses of registration
including, but not limited to, Securities and Exchange Commission registration
filing fees and costs, etc., to register the underlying shares with respect to
said warrants.
SIXTH: WINDSOR understands and agrees that it will provide all
reasonable cooperation to SENETEK and its counsel and provide all material
information required, in order for SENETEK to register the underlying shares for
the $3.50 and $6.00 warrants with the Securities and Exchange Commission and
State Blue Sky agencies as may be required.
SEVENTH: SENETEK represents that it will file the appropriate
disclosure forms with the Securities and Exchange Commission and the National
Association of Securities Dealers and pay the required fees to the NASD upon
issuance of the warrants to WINDSOR, as stated herein.
EIGHTH: SENETEK further agrees to provide to WINDSOR a promissory note
or notes in the form annexed to the within agreement, marked Exhibit C, upon
each draw down of any part of the credit accommodation made available by
WINDSOR.
NINTH: The parties understand and agree that SENETEK will have the
right, without penalty or interest, to repay any draw down by SENETEK on the
credit line during the two (2) year term of the credit accommodation. Upon
payment of any part of the amount due to WINDSOR, WINDSOR will return the
promissory note or notes to SENETEK marked paid and cancelled.
TENTH: SENETEK warrants and represents to WINDSOR as a condition of the
credit accommodation that during the term of the within agreement, it will:
(a) Remain a duly organized and existing and good standing
corporation under the laws of the United Kingdom, and that it has the corporate
power and facility to own its properties and carry on its business, and is
further qualified to do business and is in good standing in each jurisdiction
wherein it carries on its business.
(b) That it will remain in compliance with all the Securities and
Exchange Commission rules and regulations, and that it will maintain its trading
status on the NASDAQ Small Cap Trading Market.
(c) That the execution of the within agreement and the issuance
of the warrants ($3.50 and $6.00) provided for herein, have been duly approved
and authorized by SENETEK's Board of Directors and will not violate any
provision or law or regulation as made and provided or be in violation of the
Certificate of Incorporation, By-Laws or other governmental documents with
respect to SENETEK.
(d) SENETEK has the full corporate authority and power to execute
and deliver the within agreement, promissory note or notes, warrants and any and
all other loan documents in connection with the within transaction, all of which
have been duly authorized by SENETEK's Board of Directors.
ELEVENTH: That the within transaction is not in violation of any
applicable United Kingdom or Federal, State or Local regulation or ordinance in
the United States.
TWELFTH: That within 72 hours of the date of any draw down by SENETEK
under the within agreement, SENETEK will provide a promissory note and a warrant
for the appropriate number of shares under the $3.50 and $6.00 warrants as
stated herein.
THIRTEENTH: That SENETEK is not in default under any agreement,
ordinance or resolution which could result in a material adverse effect on its
business operation or financial condition or properties.
FOURTEENTH: That the Form 10-K Report for the Fiscal Year ended
December 31, 1997 and all Form 10-Q and 8-K Reports, issued and filed by SENETEK
with the Securities and Exchange Commission which have been provided to WINDSOR,
are accurate and correct, and there are no material suits or outstanding
judgments, actions or proceedings pending against SENETEK which are not
disclosed. WINDSOR warrants and represents that it is an accredited investor, as
that term is defined by the Securities Act of 1933.
FIFTEENTH: That SENETEK has filed the appropriate applications for all
trademarks, trade names, copyrights and other proprietary rights and
intellectual property owned by it.
SIXTEENTH: SENETEK agrees to maintain its books and records in a
satisfactory manner and to permit, on reasonable notice and at WINDSOR's cost
and expense, WINDSOR's agents and/or accountants, access for the purpose of
inspection of said books and records annually upon ten (10) days' written notice
to SENETEK.
SEVENTEENTH: SENETEK agrees, during the term of the within agreement
accommodation, to provide to WINDSOR a copy of all Form 10-K, 10-Q and/or 8-K
Reports within 48 hours of filing with the Securities and Exchange Commission.
EIGHTEENTH: SENETEK will, at all times during the within credit
accommodation, maintain a tangible net worth of at least $2,000,000 (Two Million
Dollars), which tangible net worth will be governed by generally accepted
accounting principals consistently applied, and that it will keep and maintain
and preserve and protect all of its proprietary rights in its patents, patent
pending trademarks and/or copyrights.
NINETEENTH: SENETEK agrees to make prompt payment of all sums due to
WINDSOR on April 27, 2000, and that any draw down of any amount of the within
credit line will be due and payable by SENETEK in the event of any of the one or
more below listed events of default prior to the due date on April 27, 2000, as
provided for herein:
(a) Failure of SENETEK to issue the $3.50 and $6.00 warrants
within a reasonable time of said draw down on the credit facility, as provided
for herein.
(b) Failure to use its best efforts to file the appropriate
registration statement with the Securities and Exchange Commission for the
underlying shares of the $3.50 and $6.00 warrants, as provided for herein.
(c) The filing of an equivalent of a Chapter 11 or Chapter 7
proceeding in the United Kingdom or the United States and/or declaration of
insolvency by SENETEK. In the event any petition is filed against SENETEK under
any insolvency law provision, SENETEK will have thirty (30) days within which to
contest said provision, and such petition shall not have been dismissed within
ninety (90) days from the date hereof.
(d) The appointment of a receiver or custodian or any trustee for
the business of SENETEK.
(e) The failure to make payment due to WINDSOR on the due date as
provided for herein, which failure remains uncured for a period of sixty (60)
days from said due date.
(f) In the event that SENETEK is suspended from trading on
the NASDAQ trading market for a period in excess of thirty (30) days.
TWENTIETH: The parties agree that all notices and/or other
communications, pursuant to this agreement, be in writing, delivered by hand,
certified or registered mail, return receipt requested or facsimile, addressed
to the parties as follows:
To SENETEK: SENETEK PLC
00 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
With a copy to: Xxxxxxx X. Xxxxxxx
c/o Carme International, Inc.
000 Xxxxxxx Xxxx, Xxxx. X
Xxxx, XX 00000
With a copy to: Xxxxxxx & Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
To WINDSOR: WINDSOR CAPITAL MANAGEMENT, LTD.
000 Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx
Xxxxxxxx XX00
Xxxxxxx
TWENTY-FIRST: The within agreement may not be changed, modified or
amended, unless in writing, executed by the parties herein.
IN WITNESS WHEREOF, the parties have set their hands and seals the day,
month and year first above written.
SENETEK PLC
BY: NAME OF SIGNEE
--------------------------------------
WINDSOR CAPITAL MANAGEMENT, LTD.
BY: NAME OF SIGNEE
-----------------------------------
EXHIBIT 1
FORM OF $3.50 WARRANT
ORIGINAL DATE OF ISSUANCE:_________
TRANSFERABLE COMMON STOCK PURCHASE WARRANT CERTIFICATE
FOR PURCHASE OF 5P ORDINARY SHARES ("THE SHARES")
SENETEK PLC
THIS WARRANT AND ANY SHARES ISSUABLE UPON ITS EXERCISE AND THE SUBSEQUENT
CONVERSION TO AMERICAN DEPOSITARY SHARES ("ADS") REPRESENTED BY AMERICAN
DEPOSITARY RECEIPTS ("ADR"), (COLLECTIVELY THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, (THE "ACT"), AND MAY NOT BE
TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME
EFFECTIVE WITH RESPECT THERETO OR (2) RECEIPT BY THE ISSUER OF AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION
UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS
IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES
COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. UNLESS
THESE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION REQUIREMENTS OF THOSE LAWS.
VOID THREE (3) YEARS AFTER DATE OF ORIGINAL ISSUANCE
THIS IS TO CERTIFY THAT, for value received, WINDSOR CAPITAL MANGEMENT LTD OR
REGISTERED ASSIGNEE (the registered Holder), is the owner of the number of
Warrants ("Warrants") as specified above. Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Certificate and the Credit Agreement dated the 28th day of April 1998 (the
"Agreement"), one (1) fully paid and non-assessable 5p Ordinary share
convertible into one (1) American Depositary Share ("ADS") represented by one
(1) American Depositary Receipt ("ADR"), $.01 par value ("ADR"), of Senetek PLC,
an English Corporation (the "Company"), at any time from the original date of
issuance of this Warrant and prior to the Expiration Date (as hereinafter
defined), upon the presentation and surrender of this Warrant Certificate with
the Subscription Form duly executed, at the corporate office of the Company at
00 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx, accompanied by payment as follows:
The Exercise Price per share will be U.S $ , the Purchase Price payable in
lawful money of the United States of America, in cash or by official bank or
certified check, made payable to Senetek PLC. The Company will act as Warrant
Agent (the "Warrant Agent").
This Warrant Certificate, and each Warrant represented hereby, are issued
pursuant to and are subject in all respects, to the terms and conditions set
forth in the Agreement by and among the Company and WINDSOR CAPITAL MANAGEMENT
LTD. The Warrant Holder acknowledges that, in the event any term or condition of
the within Warrant is not consistent with the Agreement, then in that event, the
Agreement will be governing.
The Purchase Price or the number of ADRs, subject to purchase upon the exercise
of each Warrant represented hereby, are not subject to modifications or
adjustment.
Each Warrant represented hereby is exercisable at the option of the Registered
Holder pursuant to the terms of the Agreement, in the case of the exercise of
less than all the Warrants represented hereby, the Company shall cancel this
Warrant Certificate or Warrant Certificates of like tenor, and shall issue a new
Warrant Certificate or Warrant Certificates for the balance of the Warrants
unexercised, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date" shall mean 5.00 p.m. (London time) on . If such date
shall in England, be a holiday or a day on which the banks are authorized to
close, then the Expiration Date shall mean 5.00 p.m. (London time) the next
following day which, in England, is not a holiday or a day on which banks are
authorized to close. The Company may, at its sole discretion, extend the
Expiration Date.
This Warrant Certificate is exchangeable upon the surrender hereof by the
Registered Holder at the corporate office of the Company for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificate to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of each surrender.
Prior to the exercise of any Warrant represented hereby, the Registered Holder
shall not be entitled to any rights of a stockholder of the Company including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
The within Warrant is transferable and/or assignable upon written consent of the
Company which consent shall not be unreasonably withheld. The requisite
documentation and request for assignment must be presented to the Company and
its counsel to effect a transfer and/or assignment of said Warrant.
Upon due presentment with any tax or governmental charge imposed in connection
therewith, for registration of any transfer of this Warrant Certificate at such
office, a new Warrant Certificate or Warrants Certificates, representing an
equal aggregate number of Warrants, will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Warrant and the Agreement.
The Holder of said Warrant understands and agrees that, in order to exercise the
said Warrant, payments in U.S. dollars, as stated herein, for the exercise of
each Warrant per share must be made at the Company's offices, and that the
Warrant herein expires on .
Prior to due presentment for the registration of transfer hereof, the Company
may deem and treat the Registered Holder as the absolute owner hereof, and of
each Warrant represented hereby (notwithstanding any notations of ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company) for all purposes, and shall not be affected by any notice to the
contrary.
The within Warrant has been authorized by the Board of Directors of the Company
and that, upon exercise, the Holder may qualify under Regulation S of the
Securities Act, subject to compliance with the requirements of said Regulation
This Warrant shall be governed by and construed in accordance with the laws of
England.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its Corporate Seal to be imprinted hereon.
Date :
London, England
-----------------------------------
SENETEK PLC.
ATTEST :
By :-----------------------------------------
Director
By :-----------------------------------------
Director & Corporate Secretary
AGREED TO:
-----------------------------------
WINDSOR CAPITAL MANAGEMENT LTD.
Director
EXHIBIT 2
FORM OF $6.00 WARRANT
ORIGINAL DATE OF ISSUANCE:_________
TRANSFERABLE COMMON STOCK PURCHASE WARRANT CERTIFICATE
FOR PURCHASE OF 5P ORDINARY SHARES ("THE SHARES")
SENETEK PLC
THIS WARRANT AND ANY SHARES ISSUABLE UPON ITS EXERCISE AND THE SUBSEQUENT
CONVERSION TO AMERICAN DEPOSITARY SHARES ("ADS") REPRESENTED BY AMERICAN
DEPOSITARY RECEIPTS ("ADR"), (COLLECTIVELY THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, (THE "ACT"), AND MAY NOT BE
TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT SHALL HAVE BECOME
EFFECTIVE WITH RESPECT THERETO OR (2) RECEIPT BY THE ISSUER OF AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION
UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS
IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS, OR THE SECURITIES
COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. UNLESS
THESE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION REQUIREMENTS OF THOSE LAWS.
VOID THREE (3) YEARS AFTER DATE OF ORIGINAL ISSUANCE
THIS IS TO CERTIFY THAT, for value received, WINDSOR CAPITAL MANGEMENT LTD OR
REGISTERED ASSIGNEE (the registered Holder), is the owner of the number of
Warrants ("Warrants") as specified above. Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Certificate and the Credit Agreement dated the 28th day of April 1998 (the
"Agreement"), one (1) fully paid and non-assessable 5p Ordinary share
convertible into one (1) American Depositary Share ("ADS") represented by one
(1) American Depositary Receipt ("ADR"), $.01 par value ("ADR"), of Senetek PLC,
an English Corporation (the "Company"), at any time from the original date of
issuance of this Warrant and prior to the Expiration Date (as hereinafter
defined), upon the presentation and surrender of this Warrant Certificate with
the Subscription Form duly executed, at the corporate office of the Company at
00 Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx, accompanied by payment as follows:
The Exercise Price per share will be U.S $ , the Purchase Price payable in
lawful money of the United States of America, in cash or by official bank or
certified check, made payable to Senetek PLC. The Company will act as Warrant
Agent (the "Warrant Agent").
This Warrant Certificate, and each Warrant represented hereby, are issued
pursuant to and are subject in all respects, to the terms and conditions set
forth in the Agreement by and among the Company and WINDSOR CAPITAL MANAGEMENT
LTD. The Warrant Holder acknowledges that, in the event any term or condition of
the within Warrant is not consistent with the Agreement, then in that event, the
Agreement will be governing.
The Purchase Price or the number of ADRs, subject to purchase upon the exercise
of each Warrant represented hereby, are not subject to modifications or
adjustment.
Each Warrant represented hereby is exercisable at the option of the Registered
Holder pursuant to the terms of the Agreement, in the case of the exercise of
less than all the Warrants represented hereby, the Company shall cancel this
Warrant Certificate or Warrant Certificates of like tenor, and shall issue a new
Warrant Certificate or Warrant Certificates for the balance of the Warrants
unexercised, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Expiration Date" shall mean 5.00 p.m. (London time) on . If such date
shall in England, be a holiday or a day on which the banks are authorized to
close, then the Expiration Date shall mean 5.00 p.m. (London time) the next
following day which, in England, is not a holiday or a day on which banks are
authorized to close. The Company may, at its sole discretion, extend the
Expiration Date.
This Warrant Certificate is exchangeable upon the surrender hereof by the
Registered Holder at the corporate office of the Company for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificate to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of each surrender.
Prior to the exercise of any Warrant represented hereby, the Registered Holder
shall not be entitled to any rights of a stockholder of the Company including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.
The within Warrant is transferable and/or assignable upon written consent of the
Company which consent shall not be unreasonably withheld. The requisite
documentation and request for assignment must be presented to the Company and
its counsel to effect a transfer and/or assignment of said Warrant.
Upon due presentment with any tax or governmental charge imposed in connection
therewith, for registration of any transfer of this Warrant Certificate at such
office, a new Warrant Certificate or Warrants Certificates, representing an
equal aggregate number of Warrants, will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Warrant and the Agreement.
The Holder of said Warrant understands and agrees that, in order to exercise the
said Warrant, payments in U.S. dollars, as stated herein, for the exercise of
each Warrant per share must be made at the Company's offices, and that the
Warrant herein expires on .
Prior to due presentment for the registration of transfer hereof, the Company
may deem and treat the Registered Holder as the absolute owner hereof, and of
each Warrant represented hereby (notwithstanding any notations of ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company) for all purposes, and shall not be affected by any notice to the
contrary.
The within Warrant has been authorized by the Board of Directors of the Company
and that, upon exercise, the Holder may qualify under Regulation S of the
Securities Act, subject to compliance with the requirements of said Regulation
This Warrant shall be governed by and construed in accordance with the laws of
England.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its Corporate Seal to be imprinted hereon.
Date :
London, England
-----------------------------------
SENETEK PLC.
ATTEST :
By :-----------------------------------------
Director
By :-----------------------------------------
Director & Corporate Secretary
AGREED TO:
-----------------------------------
WINDSOR CAPITAL MANAGEMENT LTD.
Director
EXHIBIT 3
FORM OF
PROMISSORY NOTE
New York, New York
April 28, 1998
FOR VALUE RECEIVED, the undersigned, SENETEK PLC, (the "Maker") hereby
promises to pay to the order of WINDSOR CAPITAL MANAGEMENT, LTD., (the
"Holder"), the principal sum of $______________ with interest thereon at
_______% per annum, payable on _________(date).
1. Payment of principal is to be made at such address as to which
Holder shall notify the Maker in writing, prior to maturity, in lawful money of
the United States.
2. If, under any bankruptcy or insolvency law or other law for the
reorganization arrangement, composition or similar relief or aid of debtors or
creditors: (a) the Maker is adjudicated a bankrupt, or takes or seeks to take or
to have taken, or consents to the taking of, any action with respect to it or a
substantial part of its property or affairs, or (b) a Court or other
governmental authority of competent jurisdiction (i) approves a petition seeking
any such relief or aid with respect to the Maker, (ii) appoints a trustee,
receiver, or liquidator of the Maker or of substantially all of its property or
affairs, or (iii) assumes custody or control of substantially all oft he
property or affairs of the Maker or operation to the exclusion of Management;
and, in both cases, such approval or appointment is not vacated, or the custody
or control is not terminated, within sixty (60) days or stayed on appeal, then
at the option of the Holder, the Holder may declare the unpaid balance of the
principal and accrued interest, if any, if not then due and payable to be due
and payable.
3. This Note and the rights of the Holder and obligations of the Maker
hereunder are subject to the provisions of an Agreement by and between Senetek
PLC and Windsor Capital Management, Ltd. dated April 28, 1998.
4. The Maker shall have the right of prepayment, so long as interest is
paid up to the date of said prepayment.
5. In the event of any default which shall remain uncured for a period
of ten (10) days, the Holder thereof shall have the right to accelerate payment
of all principal and interest and be entitled to receive reasonable attorneys'
fees in the event an attorney is required to collect the amount due.
SENETEK PLC
BY: NAME OF SIGNEE
--------------------------------
