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EXHIBIT 6.10.3
MORTGAGE NOTE
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$350,000.00 ORLANDO, FLORIDA
MAY 6, 1999
FOR VALUE RECEIVED, MIRACOM CORPORATION, a Nevada corporation,
authorized to do business in the State of Florida (hereinafter the "Maker"),
promises to pay to XXXXXX X. XXXXXXX, TRUSTEE FOR THE XXXXXX X. XXXXXXX
REVOCABLE TRUST DATED FEBRUARY 3, 1998 (hereinafter the "Payee"), in the manner
hereinafter specified, the principal sum of THREE HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($350,000.00), with interest at the rate of fifteen percent (15%)
per annum on the balance from time to time remaining unpaid. Principal and
interest shall be payable in lawful money of the United States of America at c/o
Advanced Investment Corporation, 000 Xxxx Xxxxxxx Xxxxxx Xxxx, Xxxxxx, Xxxxxx
00000, or at such other place as may hereafter be designated by written notice
from the Payee to the Maker. This Note shall be payable as follows:
Monthly payments of interest only in the amount of Four
Thousand Three Hundred Seventy-five and 00/100 ($4,375.00)
shall be due and payable commencing on June 1, 1999, and
thereafter upon the first (1st) day of each month during the
term of this Note. The first payment due on June 1, 1999 shall
be a prorated amount prorated from the date of execution of
this Note through May 31, 1999.
The outstanding principal balance of this Note, plus any
accrued but unpaid interest shall be due and payable in full
on May 31, 2016; provided however that, if any interest in the
real property securing this Note is transferred or conveyed
(other than a transfer or conveyance to an affiliated entity)
all principal and interest shall become immediately due and
payable at the option of the holder of this Note.
This Note may be prepaid in whole or in part at any time without
penalty. Any such prepayment shall be applied first to unpaid interest, if any,
and then to principal. Interest hereunder shall be calculated on the basis of a
year consisting of three hundred sixty-five (365) days.
This Note, with interest, is secured by a Mortgage of even date
herewith, to be recorded in the Public Records of Seminole County, Florida,
executed by the Maker in favor of Payee ("Mortgage").
In the event any payment or any portion of any payment is made more
than fifteen days after it is due, there shall be a late charge in the amount of
five (5%) percent of the scheduled amount due.
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If default be made for thirty (30) days after receipt by Maker and
XxxxxXxxxxx Investments, Inc. of written notice from Payee in the payment of any
of the sums or interest mentioned herein or in the Mortgage, or in the
performance of any of the agreements contained herein or in the Mortgage, then
the entire principal sum and any unpaid accrued interest shall at the option of
the Payee become at once due and collectible, time being of the essence; and
said principal sum and accrued interest shall both bear interest from such time
until paid at the highest rate allowable under the laws of the State of Florida.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.
Maker hereby waives presentment, protest, notice, notice of protest and
notice of dishonor and agrees to pay all costs, including a reasonable
attorney's fee, whether suit be brought or not, and including reasonable
attorney's fees on appeal of any lower court decision, if, after maturity of
this Note or default hereunder, counsel is employed to collect this Note or to
protect the security of the Mortgage.
Maker, and the undersigned representative of Maker, represents that
Maker has full power, authority and legal right to execute and deliver this Note
and that the indebtedness evidenced hereby constitutes a valid and binding
obligation of Maker.
Maker and Payee hereby acknowledge that XxxxxXxxxxx Investments, Inc.,
a Florida corporation, as a shareholder of Maker, shall benefit from the
granting of the loan to Maker as evidenced by this Note. Consequently, Xxxxx
hereby agrees that XxxxxXxxxxx Investments, Inc. shall be provided with a copy
of any and all notices regarding a default under this Note, so that XxxxxXxxxxx
Investments, Inc. may, although it is under no obligation to, remedy such
defaults by or on behalf of Maker.
The terms of this Note shall be governed by the laws of the State of
Florida.
Whenever used, the singular number shall include the plural, the plural
the singular, as the context may require, and the words "Payee" and "Maker"
shall include their respective successors and assigns.
IN WITNESS WHEREOF, Maker has executed and delivered this instrument
this 6th day of May, 1999, effective as of the day and year first above written.
MAKER:
Maker's Address: MIRACOM CORPORATION,
a Nevada corporation
0000 Xxxxxx Xxxxxx Xxxxx Xxxx. By: /s/ Xxxxx XxXxxxx
Suite 310 -------------------------------
Altamonte Springs, FL 32714 Name: Xxxxx XxXxxxx
Title: President
(Corporate Seal)
Documentary Stamps in the amount of $1,225.00,
have been paid and affixed to the Mortgage.
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CONDITIONAL PERSONAL GUARANTY
FOR VALUE RECEIVED, the undersigned, Xxxxx Xxxxx (hereinafter referred
to as "Guarantor"), xxxxxx joins herein as an individual for the express purpose
of conditionally guaranteeing Maker's full and timely payment when due of the
principal and interest on the foregoing promissory note sum and all accrued
interest thereon, and the performance of all of Maker's obligations under the
Note. Payee shall look to the Maker, the Real Property described in the Mortgage
and the Pledged Stock as defined in the Stock Pledge and Security Agreement
executed concurrently herewith, to satisfy the indebtedness evidenced by the
Note. Once Xxxxx has exhausted all rights to take any actions against the Maker,
the Real Property and the Pledged Stock, including, without limitation,
completion of a foreclosure action(s) against the Real Property and the Pledged
Stock, Payee may look to Guarantor to satisfy Maker's obligations under this
Note. Guarantor does hereby waive presentment, protest or notice of any kind
whatsoever (including notice of default or non-payment), and hereby consents to
any extension of time or renewal or other modification thereof. This is a
conditional guarantee of payment.
Guarantor's liability hereunder shall terminate completely at such time
as the Maker has paid to Payee all outstanding principal and accrued interest in
accordance with this Note.
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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