PROMISSORY NOTE
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$280,000.00 January 23, 2003
FOR VALUE RECEIVED, the undersigned, Universal Beverages Holdings
Corporation and Universal Beverages, Inc. (collectively, the "Borrower"), hereby
promises to pay to the order of Bansgrove Limited (the "Lender"), the principal
sum of Two Hundred Eighty Thousand US Dollars (US $280,000.00). The following
provisions shall govern this Note:
1. Maturity Date. Unless sooner paid in accordance with the terms hereof,
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the Borrower shall pay all outstanding principal (and any accrued and unpaid
interest) hereunder on or before January 15, 2004 ("Maturity"), with a balloon
payment due at maturity.
2. Interest and Principal Payments. This Note shall bear interest at the
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rate of twelve percent (12%) per annum. Payments of interest only shall be made
on the 15th day of each consecutive month, commencing on February 15, 2003. The
principal sum of $280,000.00 shall be due in a balloon payment at Maturity. All
interest and principal payments shall be made to Lender c/o Xxxx X. Xxxxxxxxx,
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxx, XX 00000. Lender reserves the right to
change the location of payment, upon written notice to Borrower.
3. Prepayment. The Borrower shall be entitled to prepay this Note in whole
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or in part at any time without penalty.
4. Default. Nonpayment of principal, interest, any fee or other amount due
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hereunder as and when due and payable shall constitute an Event of Default. If
any Event of Default shall occur and remain uncured for a period of 30 days,
then this Note shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower. Upon the occurrence of any uncured
Event of Default, the outstanding principal of this Note, and any accrued and
unpaid interest, shall bear interest at a rate of either eighteen percent (18%)
per annum after default until paid or, if such rate is usurious under the laws
of Florida, then at the highest legal rate permissible thereunder.
5. Attorney's Fees. In the event that litigation arises out of, or in
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connection with this Note, the prevailing party shall be entitled to recover
from the non-prevailing party, all of its attorney's fees and costs incurred in
connection with such litigation, whether at the trial or appellate level.
6. Submission to Jurisdiction. The Borrower, and any endorsers, sureties,
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guarantors and all others who are, or who may become liable for the payment
hereof, severally, irrevocably and unconditionally (i) agree that any suit,
action or other legal proceeding arising out of or relating to this Note may be
brought, at the option of the Lender, in a court of record of the State of
Florida in Miami-Dade County, or in the United States District Court for the
Southern District of Florida, Miami Division, or in any other court of competent
jurisdiction; (ii) consent to the jurisdiction of each such court in any such
suit, action or proceeding; and (iii) waive any objection which it or they may
have to the laying of venue of any such suit, action or proceeding in any of
such courts.
8. Limitation on Interest. Notwithstanding any provisions hereof to the
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contrary, if any payment deemed to be interest, when added to all other payments
deemed to be interest, should be in excess of the maximum amount permitted by
law to be paid as interest on the actual balance of principal outstanding for
the term of the loan, then, in such event, such payment shall be applied to
unpaid principal balance, or, if there be none, shall not be payable, or if
paid, shall be refunded.
9. Waivers. The Borrower and all sureties, endorsers and guarantors of this
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Note hereby (i) waive demand, notice of demand, presentment for payment, notice
of nonpayment or dishonor, protest, notice of protest and all other notice,
filing of suit and diligence in collecting this Note, or in the Lender's
enforcing any of its rights under any guaranties securing the repayment hereof,
(ii) agree to any substitution, addition or release of any collateral or any
party or person primarily or secondarily liable hereon, (iii) agree that the
Lender shall not be required first to institute any suit, or o exhaust his,
their or its remedies against the Borrower or any other person or party to
become liable hereunder, or against any collateral in order to enforce payment
of this Note, (iv) consent to any extension, rearrangement, renewal or
postponement of time of payment of this Note and to any other indulgency with
respect hereto without notice, consent or consideration to any of them, and (v)
agree that, notwithstanding the occurrence of any of the foregoing (except with
the express written release by the Lender of any such person), they shall be and
remain jointly and severally, directly and primarily, liable for all sums due
under this Note.
10. No Assignment. It shall be a condition of Borrower's obligations
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hereunder that Xxxxxx may not assign this Note or otherwise transfer or
hypothecate the obligations of Borrower hereunder, without the express written
consent of Borrower, which Borrower may, in its sole discretion, withhold.
11. Miscellaneous. The Borrower and all sureties, endorsers and guarantors
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of this Note shall make all payments hereunder in lawful money of the United
States at the Lender's address set forth herein or at such other place as the
Lender may designate in writing. The remedies of the Lender as provided herein
shall be cumulative and concurrent, and may be pursued singly, successively or
together, at the sole discretion of the Lender and may be exercised as often as
occasion therefor shall arise. No act of omission or commission by the Lender,
including specifically any failure to exercise any right, remedy or recourse,
shall be effective, unless set forth in a written document executed by the
Lender, and then only to the extent specifically recited therein. A waiver or
release with reference to one event shall not be construed as continuing, as a
bar to, or as a waiver or release of any subsequent right, remedy or recourse as
to any subsequent event. This Note shall be construed and enforced in accordance
with Florida law and shall be binding on the successors and assigns of the
parties hereto. The term "Lender" as used herein shall mean any holder of this
Note.
12. Security Agreement. This Note is secured by a Security Agreement
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executed by Xxxxxxxx and dated of even date herewith.
Universal Beverages Holdings Corporation
By: /S/ Xxxxxxxx Xxxxx
President
Universal Beverages, Inc.
By: /S/ Xxxxxxx Xxxxxxx
President
