LINE OF CREDIT NOTE
$1,000,000.00 Teaneck, New Jersey
January 8, 2000
FOR VALUE RECEIVED, the undersigned, Vizacom Inc., a Delaware
corporation (the "Maker"), does hereby unconditionally promise to pay to the
order of Xxxxxxxxx Consulting (the "Payee"), at the principal place of business
of Payee, presently located at Suite One, Henville Building, Main Street,
Charleston, Nevis, West Indies, or at such other place as the Payee or any
holder hereof may from time to time designate in writing to Maker, in lawful
money of the United States and immediately available funds, the principal sum of
ONE MILLION DOLLARS ($1,000,000.00), or such lesser amount as is due hereunder,
with interest on the unpaid balance of said principal amount from the date of
disbursement to and including the date of repayment at the rate of eight percent
(8%) per annum, at maturity. Interest shall be calculated daily, on the basis of
the actual number of days elapsed in a 360 day year of twelve 30-day months, and
capitalized by the addition of such accrued interest to the principal amount
outstanding on the first day of each and every month in which any obligation
under this Line of Credit Note is outstanding. All amounts outstanding under
this note shall be due and payable upon the earlier of (a) sixty days after the
date of the first advance by Payee to Maker under this Line of Credit Note, or
(b) the date of the receipt by the Maker of gross proceeds of $2,000,000.00 or
more from any offering of equity securities of the Maker.
The principal amount of indebtedness evidenced hereby shall equal the
initial advance made by Payee to Maker. Payee shall advance additional monies
pursuant to this Line of Credit Note from time to time, and Maker at its option
may repay from time to time all or any portion of the amounts due and owing
pursuant to this Line of Credit Note. It is therefore contemplated that the
outstanding indebtedness evidenced hereby shall fluctuate accordingly but in no
event shall the maximum amount outstanding at any one time exceed the principal
amount of this Line of Credit Note. Payee is authorized and directed to endorse
on the Schedule to this Line of Credit Note the date and amount of each advance
of funds to Maker, the monthly capitalization of all accrued interest, and any
payments, whether principal or interest, made by Maker under this Line of Credit
Note, and such endorsement shall be prima facie evidence of such advance,
capitalization or payment. Maker's obligation to make advances under this Line
of Credit Note shall terminate 5:00 p.m., New York City time, on March 7, 2000.
1. Events of Default. Upon the occurrence of any of the
following events (each, an "Event of Default" and collectively, the "Events of
Default"):
(a) failure by Maker to pay the principal or interest on
this Line of Credit Note or any installment thereof within ten days after
such payment is due, whether on the date fixed for payment or by
acceleration or otherwise; or
(b) a final judgment for the payment of money in excess of
$100,000 shall be rendered against Maker, and such judgment shall remain
undischarged for a period of
sixty days from the date of entry thereof unless within such sixty day
period such judgment shall be stayed, and appeal taken therefrom and the
execution thereon stayed during such appeal; or
(c) if Maker shall default in respect of any evidence of
indebtedness or under any agreement under which any notes or other evidence
of indebtedness of Maker are issued, if the effect thereof is to cause, or
permit the holder or holders thereof to cause, such obligation or
obligations in an amount in excess of $100,000 in the aggregate to become
due prior to its or their stated maturity or to permit the acceleration
thereof; or
(d) if Maker or any other authorized person or entity shall
take any action to effect a dissolution, liquidation or winding up of
Maker; or
(e) if Maker shall make a general assignment for the benefit
of creditors or consent to the appointment of a receiver, liquidator,
custodian, or similar official of all or substantially all of its
properties, or any such official is placed in control of such properties,
or Maker admits in writing its inability to pay its debts as they mature,
or Maker shall commence any action or proceeding or take advantage of or
file under any federal or state insolvency statute, including, without
limitation, the United States Bankruptcy Code or any political subdivision
thereof, seeking to have an order for relief entered with respect to it or
seeking adjudication as a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, liquidation, dissolution, administration, a
voluntary arrangement, or other relief with respect to it or its debts; or
(f) there shall be commenced against Maker any action or
proceeding of the nature referred to in paragraph (e) above or seeking
issuance of a warrant of attachment, execution, distraint, or similar
process against all or any substantial part of the property of Maker, which
results in the entry of an order for relief which remains undismissed,
undischarged or unbonded for a period of sixty days;
then, in addition to all rights and remedies of Payee under applicable law or
otherwise, all such rights and remedies being cumulative, not exclusive and
enforceable alternatively, successively and concurrently, at his option, Payee
may declare all amounts owing under this Line of Credit Note, to be due and
payable, whereupon the then unpaid balance hereof together with all interest
accrued thereon, shall forthwith become due and payable, together with interest
accruing thereafter at eleven percent (11%) per annum until the indebtedness
evidenced by this Line of Credit Note is paid in full, plus all costs and
expenses of collection or enforcement hereof, including, but not limited to,
attorneys' fees and expenses.
In addition to the foregoing remedies, upon the occurrence of an Event
of Default under clause (a) of this Section 1, the exercise price in effect at
the time of such Event of Default of the warrants (each, a "Warrant") issued to
Payee at the time of any advance under this Line of Credit Note pursuant to the
terms of the Letter Agreement, dated January 8, 2000, between Payee and Maker,
shall be reduced by fifty percent (50%) and, in the event of the continuation of
such Event
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of Default for 60 continuous days following such occurrence of the Event of
Default, such exercise price then in effect shall be reduced again by fifty
percent (50%).
2. Prepayment. Maker may prepay, at any time, the unpaid
principal balance of this Note or any portion thereof, together with all
accrued and unpaid interest on the amount so prepaid. Amounts so prepaid shall
be applied first to Maker's obligations under this Line of Credit Note in
respect of interest, and second, to principal.
3. Miscellaneous.
(a) Maker (i) waives diligence, demand, presentment, protest
and notice of any kind, (ii) agrees that it will not be necessary for any
holder hereof to first institute suit in order to enforce payment of this
Line of Credit Note and (iii) consents to any one or more extensions or
postponements of time of payment, release, surrender or substitution of
collateral security or forbearance or other indulgence, without notice or
consent.
(b) All payments to be made to the Payee under this Line of
Credit Note shall be made into such account or accounts as the Payee may
from time to time specify for that purpose.
(c) The provisions of this Line of Credit Note may not be
changed, modified or terminated orally, but only by an agreement in writing
signed by the party to be charged, nor shall any waiver be applicable
except in the specific instance for which it is given.
(d) The execution and delivery of this Line of Credit Note
has been authorized by the Board of Directors of Maker.
(e) THIS LINE OF CREDIT NOTE SHALL BE GOVERNED BY AND
CONSTRUED, AND ALL RIGHTS AND OBLIGATIONS HEREUNDER AND THEREUNDER
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF AND SHALL BE BINDING
UPON THE SUCCESSORS AND ASSIGNS OF MAKER AND INURE TO THE BENEFIT OF THE
PAYEE, ITS SUCCESSORS, ENDORSEES AND ASSIGNS.
(f) If any term or provision of this Line of Credit Note
shall be held invalid, illegal or unenforceable, the validity of all other
terms and provisions shall in no way be affected thereby.
(g) Whenever used herein, the terms "Maker" and "Payee"
shall be deemed to include their respective successors and assigns.
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IN WITNESS WHEREOF, the undersigned has executed this Line of Credit
Note on the date first above written.
VIZACOM INC.
By: /s/ Xxxx X. Xxxxxxxxx
ATTEST: Xxxx X. Xxxxxxxxx, Presdient
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, Secretary
Schedule to Line of Credit Note
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Amount of Amount of Amount of
Date Advance Accrued Interest Repayment Balance
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