EXHIBIT 2.3
SECURED PROMISSORY NOTE
DATED AS OF JULY 1, 2002
BY AND AMONG
SOFTWALL EQUIPMENT CORPORATION
AND
XXXXXXX XXXXXXXX
SECURED PROMISSORY NOTE
$125,000.00 July 1, 2002
Fullerton, California
FOR VALUE RECEIVED, Softwall Equipment, Inc., a Utah corporation
("Softwall") promises to pay to Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx Joint
Tenants 00000 Xxxxxxxxxx Xxxxx Xxxxx, Xxxx, the sum of One Hundred and Twenty
Five Thousand Dollars ($125,000.00).
This Note shall be payable according to the following schedule:
(1) Ten Thousand Dollars ($10,000.00) shall be paid on or before
July 1, 2002;
(2) Five Thousand Dollars ($5,000.00) shall be paid on or before
August 1, 2002; and
(3) Five Thousand Dollars ($5,000.00) shall be paid on or before
September 1, 2002; and
(4) One Hundred Five Thousand Dollars ($105,000.00) shall be paid
on or before September 30, 2002.
This Note may be prepaid in whole or in part at any time, without
premium, penalty or prior notice.
If Softwall fails to pay the balance of the Note by September 30, 2002,
interest shall begin accruing on all unpaid amounts at the rate of fifteen
percent (15%) per annum and the balance owing shall be due and payable upon
demand or a new payment schedule renewed at the option of holder hereof. If
Softwall fails to pay the balance of the note or fails to reach terms that are
agreeable with the holder hereof beyond 10 days after written demand is made (a
"Default"), then the holder hereof may by notice in writing sent to Softwall by
regular mail and deemed to be received five (5) days after the postage date,
declare the entire unpaid amount of this Note immediately due and payable, and
pursue all rights and remedies under Utah or California law according to the
UCC-1 Financing Statement recorded with the California Secretary of State to
secure performance hereof at the sole discretion of the holder hereof.
If Softwall fails to pay the full amount of principal and interest that
has accrued on the Note by December 31, 2002, and such failure continues for a
period of ten (10) days (a "Default"), then the holder hereof may by notice in
writing sent to Softwall by regular mail and deemed to be received five (5) days
after the postage date, declare the entire unpaid amount of this Note
immediately due and payable, and pursue all rights and remedies under Utah or
California law at the sole discretion of the holder hereof according to the
UCC-1 Financing Statement recorded with the California Secretary of State to
secure performance hereof.
All payments to the holder hereof shall be made at the address set
forth above or at such other address as the holder hereof shall specify in
writing to Softwall.
All amounts under the Note will be immediately due and payable to Xx.
Xxxxxxxx in the event that (I) Softwall files for relief under the United States
Bankruptcy Code, or (ii)a receiver is appointed to manage any property secured
by this Note, or (iii) any person begins foreclosure proceedings on any of the
property secured by this Note.
This Note shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of the State of California or Utah
at the sole discretion of the holder hereof.
Softwall has caused this Note to be executed by its duly authorized
officer.
SOFTWALL EQUIPMENT, INC.,
A UTAH CORPORATION,
By: ______________________________________
Print Name: _____________________
Print Title: ____________________
