1
EXHIBIT 99.28
AMPHION VENTURES L.P.
FORM OF PROMISSORY NOTE
$ , 1998
------------- -----------------
AMPHION VENTURES L.P., a New York limited partnership having its principal
place of business in New York, New York ("Amphion Ventures"), for value
received, hereby promises to pay to the order of AXCESS Inc., its legal
successors and permitted assigns (the "Holder"), on ________________ (the
"Final Maturity Date"), the unpaid principal amount of ________________________
__________________________________ (U.S. _____________), together with interest
thereon from the date hereof, at the rate of ten percent (10.00%) per annum,
calculated on the basis of the number of days elapsed over a 360-day year of
twelve 30-day months (the "Interest Rate"). Interest shall be payable
quarterly in arrears, in cash, on each January 1, April 1, July 1 and October 1
during the term of this Note, commencing _______, 1998. Each payment received
by the Holder hereunder shall be applied first to the interest accrued on and
then to the unpaid principal amount of this Note.
Payment of principal and interest hereunder shall be made 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. All such payments
shall be paid by wire transfer of federal funds in accordance with the written
instructions of the Holder or, in the absence of current written instructions,
by check mailed to the Holder at the address last given to Amphion Ventures by
the Holder in writing for such purpose.
This Note may be prepaid in whole or in part at any time at the option of
Amphion Ventures, without premium or penalty, upon not less than two business
days' prior written notice to the Holder.
Except as otherwise expressly provided herein, the Amphion Ventures hereby
waives presentment for payment, demand for payment, notice of nonpayment,
protest and notice of protest.
This Note shall be binding upon Amphion Ventures and its successors and
assigns and shall inure to the benefit of the Holder, its legal successors and
its permitted assigns.
If Amphion Ventures fails to pay any amount of principal or interest when
due, and such due but unpaid amount remains unpaid for five business days after
the Holder makes written demand therefor, the entire unpaid principal of and
accrued interest on this Note shall forthwith become absolutely due and payable
without any further notice, demand, protest or presentment whatsoever, all of
which are hereby expressly waived.
1
2
This Note shall be governed by and construed in accordance with the laws of
the State of New York, without reference to its rules as to conflicts of law.
Any judicial proceeding brought against Amphion Ventures to enforce, or
otherwise in connection with, this Note shall be brought in any court of
competent jurisdiction in the City of New York, and, by acceptance of this Note,
the Holder (i) accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court and irrevocably
agrees to be bound by any final judgment rendered thereby in connection with
this Note and (ii) irrevocably waives any objection it may now or hereafter have
as to the venue of any such proceeding brought in such a court or that such a
court is an inconvenient forum.
IN WITNESS WHEREOF, Amphion Ventures has caused this Note to be signed by
its duly authorized officer and has caused its corporate seal to be affixed and
attested by its general partner, as of the date first set forth above.
[Corporate Seal] Attested: AMPHION PARTNERS L.L.C.
By: Amphion Partners L.L.C., General Partner
By:
------------------------------ ----------------------------------------
Xxxxxxx X.X. Xxxxxx, a Managing Member
2
