EXHIBIT 10.13
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE NOTE AGREEMENT
REFERRED TO HEREIN.
PROMISSORY NOTE
$250,000 Houston, Texas June 10, 1999
FOR VALUE RECEIVED, the undersigned, HOUSTON INTERWEB DESIGN, INC., a Texas
corporation ("MAKER"), hereby promises to pay to the order of Xxx Xxxxxxx
("PAYEE"), at Houston, Texas, the principal sum of Two Hundred Fifty Thousand
and no/100 Dollars ($250,000), in lawful money in United States of America,
which shall be legal tender, in payment of all debts and dues, public and
private, at the time of payment, bearing interest and payable as provided
herein.
Interest on the unpaid balance of this Note shall accrue at a rate per
annum equal to 10%; provided, however, that such interest shall not exceed the
Maximum Rate as hereinafter defined. All past-due principal and interest shall
bear interest at the maximum rate permitted by applicable law. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The principal amount and accrued interest of this Note shall be due and
payable on June 10, 2000.
This Note may be prepaid in whole or in part, at any time and from time to
time, without premium or penalty.
If any payment of principal or interest on this Note shall become due on a
Saturday, Sunday or any other day on which national banks are not open for
business, such payment shall be made on the next succeeding business day.
If an Event of Default shall occur and be continuing, the principal amount
of this Note may be declared immediately due and payable.
Notwithstanding anything to the contrary in this Note or any other
agreement entered into in connection herewith, whether now existing or hereafter
arising and whether written or oral, it is agreed that the aggregate of all
interest and any other charges constituting interest, or adjudicated as
constituting interest, and contracted for, chargeable or receivable under this
Note or otherwise in
connection with this loan transaction, shall under no circumstances exceed
the Maximum Rate. In the event the maturity of this Note is accelerated by
reason of an Event of Default under this Note, other agreement entered into
in connection herewith or therewith, by voluntary prepayment by Maker or
otherwise, then earned interest may never include more than the Maximum Rate,
computed from the dates of each advance of the loan proceeds outstanding
until payment. If from any circumstance any holder of this Note shall ever
receive interest or any other charges constituting interest, or adjudicated
as constituting interest, the amount, if any, which would exceed the Maximum
Rate shall be applied to the reduction of the principal amount owing on this
Note, and not to the payment of interest; or if such excessive interest
exceeds the unpaid balance of principal hereof, the amount of such excessive
interest that exceeds the unpaid balance of principal hereof shall be
refunded to Maker. In determining whether or not the interest paid or
payable exceeds the Maximum Rate, to the extent permitted by applicable law
(i) any nonprincipal payment shall be characterized as an expense, fee or
premium rather than as interest; and (ii) all interest at any time contracted
for, charged, received or preserved in connection herewith shall be
amortized, prorated, allocated and spread in equal parts during the period of
the full stated term of this Note. The term "Maximum Rate" shall mean the
maximum rate of interest allowed by applicable federal or state law.
Except as provided herein, Maker and any sureties, guarantors and endorsers
of this Note jointly and severally waive demand, presentment, notice of
nonpayment or dishonor, notice of intent to accelerate, notice of acceleration,
diligence in collecting, grace, notice and protest, and consent to all
extensions without notice for any period or periods of time and partial
payments, before or after maturity, without prejudice to the holder. The holder
shall similarly have the right to deal in any way, at any time, with one or more
of the foregoing parties without notice to any other party, and to grant any
such party any extensions of time for payment of any of said indebtedness, or to
grant any other indulgences or forbearance whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder. If any efforts are made to collect or enforce this Note or any
installment due hereunder, the undersigned agrees to pay all collection costs
and fees, including reasonable attorney's fees.
This Note shall be construed and enforced under and in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and
year first above written.
Houston Interweb Design, Inc.
/s/ Xxxxx Xxxxx
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By: Xxxxx Xxxxx
Chief Executive Officer
