================================================================================
Loan Agreement
================================================================================
LOAN AGREEMENT
--------------
THIS LOAN AGREEMENT ("Agreement") is made March 21, 1997, between LAKE
WORTH HOLDINGS, INC. ("Lender") and WIN-GATE EQUITY GROUP, INC. ("Borrower").
RECITALS
--------
Lender desires to lend to Borrower at such times as needed, and Borrower
desires to borrow from Lender at such times as needed, the total sum of Ten
Thousand ($10,000) Dollars.
TERMS
-----
6. RECITALS. The foregoing recitals are true and are made a part of
this Agreement.
7. AMOUNT OF LOAN. Subject to the terms and conditions of this
Agreement, Lender shall lend to Borrower at such time and from time to time up
to the total sum of Ten Thousand ($10,000) Dollars (the "Loan"). The Loan shall
be evidenced by a Promissory Note (the "Note") in the form and substance set
forth in Exhibit A, attached to and made a part of this Agreement. The Note
shall be unsecured.
8. FURTHER ASSURANCES. Lender and Borrower shall execute and deliver to
the other party any additional or supplemental instruments or documents as may
reasonably be requested by the other to give full effect and to implement any of
the terms or provisions of this Agreement or to carry out the intent of this
Agreement.
9. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Florida, without application of its
conflict of law principles.
10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be deemed an
original, but all of which shall together constitute one and the same
instrument.
II-7
11. BINDING EFFECT. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties and their respective successors, assigns,
heirs, devisees, and personal representatives.
WIN-GATE EQUITY GROUP, INC.
By:/s/ Xxxxx Xxxxxxx
--------------------------------------
Xxxxx Xxxxxxx, President
LAKE WORTH HOLDINGS, INC.
By:/s/ Xxxxx Xxxxxxxxxxx
--------------------------------------
Xxxxx Xxxxxxxxxxx, President
II-8
EXHIBIT A
---------
PROMISSORY NOTE
---------------
$10,000.00
Broward County, Florida
Dated as of ___________, 1997
THE UNDERSIGNED, WIN-GATE EQUITY GROUP, INC., a Florida Corporation, whose
mailing address is 0000 X.X. 00xx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxx 00000
(hereinafter called the "Maker" or "Borrower"), hereby promises to pay to the
order of LAKE WORTH HOLDINGS, INC., whose mailing address is c/o Xxxxx
Xxxxxxxxxxx, 00000 X.X. 0xx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxx 00000 (hereinafter
called the "Holder"), at the Holder's address or such other place as the holder
hereof from time to time may designate in writing, the principal sum of Ten
Thousand Dollars ($10,000.00) together with interest on the unpaid principal
amount outstanding from time to time at a rate of six percent (6%) per annum.
All outstanding principal and interest accrued and unpaid on this Note shall be
payable in full on January 1, 2000.
This Note may be prepaid in whole or in part at any time without premium
or penalty. Prepayments shall not effect or vary the duty of the Maker to pay
all obligations when due, nor shall such prepayments effect or impair the right
of the Holder to pursue remedies available to it hereunder.
Payment of principal owing hereunder shall be paid and deemed made when
good, lawful funds in the requisite amount are received actually by the Holder
hereof at the Holder's address.
The failure of the Maker to make the payments as set forth in this Note on
the dates thereof shall constitute an event of default hereunder. Upon any such
default, the Maker waives demand, presentment, protest and notice of any kind.
Upon the occurrence of any such default, the entire unpaid principal balance
hereof, at the option of the Holder and without notice to or demand upon Maker,
all of which notice and demand Maker expressly waives, becomes immediately due
and payable. Upon any such default, the Maker agrees to pay interest on the
principal balance of this Note then outstanding at the maximum interest rate
permitted by law from time to time, which shall accrue and be paid as a
condition precedent to the curing of any default.
In the event of a default in the prompt payment of this Note, when due or
declared due, and if it is placed in the hands of an attorney at law for
collection or suit is brought on same, or it is collected through any probate,
bankruptcy or other judicial proceeding whatsoever, the Maker and any endorser
II-9
of this Note, jointly and severally, hereby agree and promise to pay all costs
of said collection, together with attorneys' fees (including any appeals
relating to such enforcement or collection proceedings.)
Neither any failure of the Holder or Maker to exercise nor any delay on
the part of the Holder or Maker in exercising any right, remedy, discretion or
power granted hereunder shall be or constitute a waiver thereof. The obligations
herein set forth shall be binding upon the Maker and their successors and
assigns, and shall inure to the benefit of the Holder and his successors and
assigns and any subsequent holder of this Note. Any notice to be given to the
Maker or Holder hereunder shall be given by certified mail, return receipt
requested, addressed to it at its address set forth herein.
This Note is to be governed and interpreted solely in accordance with the
laws of the State of Florida, including without limitation, all issues of
validity and enforceability.
MAKER:
WIN-GATE EQUITY GROUP, INC.
----------------------------------
Xxxxx Xxxxxxx, President
STATE OF FLORIDA )
) SS:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this _____ day of
__________, 1997, by XXXXX XXXXXXX, who is personally known to me or who has
produced identification and who did/did not take an oath.
----------------------------------
Notary Public
My Commission Expires:
II-10
