Note
$500,000 April 2, 1998
For value received, the undersigned, PICK COMMUNICATIONS CORP, a Nevada
corporation having an address at Xxxxx Interchange Plaza XX, 000 Xxxxx 00 Xxxx,
Xxxxx Xxxxx, Xxxxx, Xxx Xxxxxx 00000 (the "Borrower") hereby promises to pay to
the order of Xxxxxxx Equities, Xxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Payee"), the principal sum of Five Hundred Thousand Dollars
($500,000), on the earlier of (i) July 1, 1998 and (ii) the date which is three
(3) business days following the date on which the Borrower and/or its
subsidiaries receives, in aggregate, financing in an amount of gross proceeds of
at least $5,000,000, together with all accrued interest through and including
the date of payment. Interest shall be payable at a rate per annum (computed for
actual days elapsed on the basis of a 365-day year) of ten percent (10%). The
Borrower may prepay this Note at any time prior to the due date hereof, in full,
without premium or penalty.
All indebtedness outstanding under this Note after maturity, including accrued
interest, shall bear interest (computed in the same manner as interest on this
Note prior to maturity at the rate of eighteen (18%) percent per annum, and such
interest shall be payable on demand.
Payments of both principal and interest on this Note are to be made at the
office of the Payee at Xxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or
such other place as the holder hereof shall designate to the Borrower in
writing, in lawful money of the United States of America in immediately
available funds.
The borrower shall pay reasonable costs and expenses of collection, including,
without limitation, reasonable attorneys' fees and disbursements in the event
that any action, suit or proceeding is brought by the holder hereof to collect
this Note and either the holder obtains a judgment in its favor that is not
appealed from or is upheld on appeal, or such action, suit or proceeding is
settled with any sum due and owing to the holder as a result of such settlement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ITS RULES PERTAINING TO CONFLICT OF LAWS.
THE BORROWER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT
UNDER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS NOTE MAY BE BROUGHT IN
ANY COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR IN THE UNITED STATES
DISTRICT COURT FOR THE STATE OF NEW YORK. THE BORROWER, BY THE EXECUTION AND
DELIVERY OF THIS NOTE, EXPRESSLY AND IRREVOCABLY ASSENTS AND SUBMITS TO THE
PERSONAL JURISDICTION OF SUCH COURT IN ANY SUCH ACTION OR PROCEEDING. BY ITS
ACCEPTANCE OF THIS NOTE BY THE HOLDER AND BY THE EXECUTION HEREOF BY THE
BORROWER, EACH AGREES THAT ANY AND ALL LEGAL ACTION RELATING TO THIS NOTE SHALL
BE BROUGHT, AND MAINTAINED, ONLY IN SUCH COURTS. THE BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF
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ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION OR
PROCEEDING BY DELIVERY THEREOF TO IT AT THE ADDRESS SET FORTH ABOVE OR SUCH
OTHER ADDRESS AS THE BORROWER SHALL HAVE THERETOFORE NOTIFIED THE HOLDER HEREOF
IN WRITING OR IN ANY OTHER MANNER PERMITTED BY LAW. IN THE EVENT SERVICE ON THE
BORROWER IS EFFECTED AS SET FORTH IN THE PRECEDING SENTENCE, THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR
PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE,
FORUM NON CONVENIENS, OR ANY SIMILAR BASIS. THE BORROWER SHALL NOT BE ENTITLED
IN ANY ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE
LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE IS ALSO
GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF NEW YORK.
PICK Communications, Corp.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Vice President and Chief Financial Officer
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