EXHIBIT 10.5
PROMISSORY NOTE
[DATE]
Modesto, CA
The undersigned, ____________________, a _________ corporation
("Maker"), promises to pay Intermountain Marketing Associates, LLC a Utah
limited liability company or holder ("Payee"), the principal sum of
_________________ and no/100 Dollars ($_______) with initial simple interest
at the rate of 13.35% per annum, on the outstanding principal balance only,
commencing on the date of closing and continuing on the first day of each
quarter during the term until fully paid. All principal and unpaid and
accrued interest is due and payable in nine (9) months from the date of the
issuance of this Secured Note (the "Maturity Dates").
1. Payment of Principal and Interest. All principal and unpaid
accrued interest on this Secured Note will be due and payable (i) on the
Maturity Date, or (ii) upon an event of default. In the event of default,
the Noteholder may declare the entire outstanding balance of the Secured Note
immediately due and payable, due to such event of default.
2. Right of Prepayment. This note may not be prepaid prior to
maturity unless authorized by the Securities Laws of the specific state. If
prepayment is requested, and made, the Payee shall forfeit all accrued and
unpaid interest.
3. Security. The Secured Note is secured in part by a perfected
security interest in revenues from various telecommunication and income
opportunities, and title documents of Equipment (the Collateral). The
security interest is perfected by possession of documents comprising the
Collateral by the Payee. In the event of default, the Payee may, among other
actions, perform, collect and enforce the terms and conditions of the
Contracts until the Secured Notes have been paid in full.
4. Event of Default Acceleration. Maker's failure to make any
payments, and/or give notice of its intention to extend the term and maturity
date of this Secured Note, within twenty-one (21) days after the due date for
such payment or notice shall result in a default. In the event of default,
the Noteholder shall have the right to declare the entire principal, and
accrued but unpaid interest on the Secured Note immediately due and payable.
5. Secured Note is Non Recourse. In the event of Maker's default,
Payee shall look to the Contracts and not to assets of the Maker or Trustee,
or any of the shareholders, officers, or directors of the Trustee or Maker.
6. Amendments. This Secured Note may not be amended without the prior
written consent of the Noteholder, provided that, no amendment reducing the
interest or principal, or extending the Maturity Date, may be made without
prior written consent of the Payee who is affected by the amendment.
7. Costs of Collection. Payee shall be entitled to collect reasonable
attorney's fees and costs from the Maker, as well as other costs and expenses
reasonably incurred, in curing any default or attempting collection of any
payments due on this Secured Note.
8. Inspection Rights and Reports. The Payee, individually or through
his agent, shall have the right, upon reasonable notice and at his expense,
to review and inspect the books and records of the Maker at Maker's office
during reasonable business hours.
9. Payment. This Secured Note shall be payable in lawful money of the
Unites States.
10. Governing Law/Jurisdiction/Venue. This note has been made and is
to be performed in the State of California, and the rights and obligations of
the parties shall be interpreted and enforced in accordance with the laws
thereof.
11. Arbitration. Any controversy or dispute arising out of, or
relating to the Note, or the breach thereof, shall be settled by arbitration.
Such arbitration shall be effected by arbitrators selected as hereinafter
provided, and shall be conducted in Stanislaus County, Modesto, California,
in accordance with the Rules of the American Arbitration Association existing
at the date thereof.
The dispute shall be submitted to three arbitrators who are listed on
the securities panels of the American Arbitration Association, one arbitrator
shall be selected by Payee and Maker. In the event that Maker and Payee,
within ten (10) days hereunder, shall not have selected its arbitrator and
given notice thereof to the other, such arbitrator shall be selected by the
American Arbitration Association.
Judgment may be entered on any decision rendered by the arbitrators in
the Federal or State Court located within the County of Stanislaus, State of
California. Payee and Maker shall each bear costs of the fees and expenses
of the arbitrators selected by or for it.
12. Transferability. This Note may be transferred or assigned by Xxxxx
as Payee wishes or as is applicable under contractual agreement.
13. Limited Offering. THIS NOTE IS A SECURITY THAT HAS NOT BEEN
REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD,
ASSIGNED, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933.
IN WITNESS WHEREOF, Xxxxx has executed this Secured Promissory Note as
of the day first herein above written.
SCHEDULE OF NOTES
Date of Note Amount Maker
May 13, 1999 $57,500 U.S. Cash Exchange, Inc.
June 12, 1999 $95,450 U.S. Cash Exchange, Inc.
July 8, 1999 $50,000 PayStar Communications, Inc.
July 15, 1999 $50,000 PayStar Communications, Inc.
July 19, 1999 $50,000 PayStar Communications, Inc.
August 4, 1999 $50,000 PayStar Communications, Inc.
August 17, 1999 $230,000 PayStar Communications, Inc.
September 30, 1999 $287,500 PayStar Communications, Inc.
November 10, 1999 $115,000 PayStar Communications, Inc.
December 1, 1999 $57,500 PayStar Communications, Inc.
December 10, 1999 $115,000 PayStar Communications, Inc.
December 15, 1999 $57,500 PayStar Communications, Inc.
