THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS
OF THE DATE HERREOF, A COPY OF WHICH MAY BE OBTAINED FROM
THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS
CERTAINADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING
WQITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE
CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND
MAN DATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND
OBLIGATIONS AND (C) SPECIFY THE EVENTS OF DEFAULT FOOLLOWING
WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE
ACCELERATED.
No.B-001
$300,000
WORLDNET RESOURCES GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES CORPORATION
8% Note due June 16, 2000
WORLDNET RESOURCES GROUP, INC. f/k/a MULTI-MEDIA INDUSTRIES
CORPORATION, a Utah corporation (together with its
successors, the ("Company"), for value received hereby
promises to pay to H.A.A. Inc. or its registered assigns,
the principal sum Three Hundred Thousand Dollars ($300,000)
or, if less, the principal amount of this Note then
outstanding, on the Maturity Date to the Holder in such coin
or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public
and private debts, and to pay interest, monthly in arrears,
on (i) the last day of each calendar month of each year
until the Maturity Date, commencing April 16, 2000 (unless
such day is not a Business Day, in which event on the next
succeeding Business Day) ( each an "Interest Payment Date"),
(ii) the Maturity Date, and (iii) the date the principal
amount of the Note shall be declared to be or shall
automatically become due and payable, on the principal sum
hereof outstanding in like coin or currency, at the rates
per annum set forth below, from the most recent Interest
Payment Date to which interest has been paid on this Note,
or if no interest has been paid on this Note, from the date
of this Note until payment in full of the principal sum
hereof has been made.
The interest rate shall be (8%) per annum (the "Interest
Rate") or, if less, the maximum rate by applicable law. Past
due amounts (including interest, to the extent permitted by
law) will also accrue interest at the Interest Rate plus 2%
per annum or, if less, the maximum rate permitted by
applicable law, and will be able on demand ("Default
Interest"). Interest on this Note will be calculated on the
basis of a 360-day year of twelve 30-day months. All
payments of principal and interest hereunder shall be made
for the benefit of the Holder pursuant to the terms of the
Agreement (hereafter defined). Except as otherwise provided
in this Note, the interest payable on each Interest Payment
Date shall be added to the outstanding principal amount of
this Note on such date and thereafter be considered part of
the outstanding principal amount. The Company may elect to
pay the interest payable on any Interest Payment Date in
cash, provided it gives the registered holder written notice
of such election at least five (5) Business Days prior to
the applicable Interest Payment Date and pays the same by
such date.
This Note ("Note") is the duly authorized issuance of
$300,000 original principal amount Note of the Company
referred to in that certain Securities Purchase Agreement
dated as of the date hereof between the Company and the
Purchaser named therein (the "Agreement"). The Agreement
contains certain additional agreements among the parties
with respect to the terms of this Note, including, without
limitation, provisions which (A) specify voluntary and
mandatory repayment, prepayment, and redemption rights and
obligations and (B) specify Events of Default following
which the remaining balance due and owing hereunder may be
accelerated. All such provisions are an integral part of
this Note and are incorporated herein by reference. This
Note is transferable and assignable to one or more Persons,
in accordance with the limitations set forth in the
Agreement.
The Company shall keep a register (the "Register") in which
shall be entered the names and addresses of the registered
holder of this Note and particulars of this Note held by
such holder and of all transfers of this Note. References to
the Holder or "Holders" shall mean the Person listed in the
Register as the registered holder of such Notes. The
ownership of this Note shall be proven by the Register
1. Certain Terms Defined. All term defined in the
Agreement and not otherwise defined herein shall
have for purposes hereof the meanings provided
for in the Agreement.
2. Covenants. The Company covenants and agrees to observe
and perform each of its covenants, obligations and
undertakings contained in the Agreement, which obligations
and undertakings are expressly assumed herein by the Company
and made for the benefit of the holder hereof.
3. Payments of Principal. The Company shall repay the
remaining unpaid balance on this Note on the Maturity Date.
The Company may, and shall be obligated to, prepay all or a
portion of this Note on the terms specified in the
Agreement.
Miscellaneous. This Note shall be deemed to
be a contract made under the laws of the
State of New York and for all purposes shall
be governed by and construed in accordance
with the laws of said State. The parties
hereto, including all guarantors or
endorsers, hereby waive presentment, demand,
notice, protest and all other demands and
notices in connection with the delivery,
acceptance, performance and enforcement of
this Note, except as specifically provided
herein, and assent to extensions of the time
of payment, or forbearance or other
indulgence without notice. The Company hereby
submits to the exclusive jurisdiction of the
United States District Court for the Southern
District of New York and of any New York
State court sitting in New York City for
purposes of all legal proceedings arising out
of or relating to this Note. The Company
irrevocably waives, to the fullest extent
permitted by law, any objection which it may
now or hereafter have to the laying of the
venue of any such proceeding brought in such
a court and any claim that nay such
proceeding brought in such a court has been
brought in an inconvenient forum. The Company
hereby irrevocably waives any and all right
to trial by jury in any legal proceeding
arising out of or relating to this Note.
Notwithstanding anything to the contrary in
the foregoing, at the election of the Holder,
any dispute between the Holder and the
Company may be arbitrated rather than
litigated in the courts, before and in
accordance with the rules of the American
Arbitration Association in New York City. The
Company agrees to submit to and participate
in any such arbitration.
The Holder of this Note by acceptance of this Note agrees to be bound by
the provisions of this Note, which are expressly binding on such Holder.
{Signature page follows}
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
Dated: March 16, 2000
WORLDNET RESOURCES GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES, INC.
BY:____________________
NAME:____________________
TITLE __________________