EXHIBIT 10.2
PROMISSORY NOTE
THIS PROMISSORY NOTE ("Note") is made as of this July 9, 2002 by National
Scientific Corporation, a Texas Corporation with offices at 00000 X. Xxxxxx Xx.
Xxx 000, Xxxxxxxxxx, XX. 00000, ("Maker") and executed between the Maker and Xxx
X. Xxxx ("Lender").
WITNESSETH
WHEREAS, pursuant to this Note, Lender has agreed to loan to Maker a sum
certain; and
WHEREAS, Maker has agreed to repay such sum certain with interest at a
fixed time in the future;
NOW, THEREFORE, Maker hereby covenants and agrees as follows:
ARTICLE I: TERMS AND CONDITIONS
SECTION 1.01 - AMOUNT: Subject to the terms of this Note, Maker hereby
unconditionally promises to pay, for value received, to the order of Lender the
principal sum of thirty three thousand nine hundred fifty four and eighteen
cents ($33,954.18) .
SECTION 1.02 - ANNUAL INTEREST RATE: Subject to the terms of this Note, the
principle amount of this note shall be paid with interest thereon at the rate of
six percent (6%) per year (computed on the basis of a 360-day year of twelve
30-day months) compounded annually.
SECTION 1.03 - EFFECTIVE DATE: The Effective Date shall mean the date on which
the funds subject to this Note are released to Maker, or the date this Note is
executed, whichever is later.
SECTION 1.04 - TERM: The term of this note shall be for eighteen months from the
Effective Date, with the principle and interest being paid in full at the end of
the term.
SECTION 1.05 - REPAYMENT SCHEDULE: The principal and interest shall be paid in
lawful money of the United States at the address of the Lender denoted below, or
at such other place the Lender shall designate in writing, by monthly
installments in the amount of three thousand twenty two dollars and twenty two
cents ($3,022.22) each, due and payable on the first of each month beginning on
the first day of the seventh month from the date this note is executed or the
date on which the funds subject to this Note are released to Maker, whichever is
later.
SECTION 1.06 - PREPAYMENT: Maker hereby reserves the right to prepay this Note
in whole or in part without any premium or penalty. All payments beyond the due
and payable installments shall be applied first to accrued interest and then to
principle.
SECTION 1.07 - DEFAULT: If the undersigned Maker of this Note defaults in its
obligations as set forth above, the Lender must give written notice of such
default to the Maker at the below address. Upon receiving such notice of
default, if not cured by Maker within 10 calendar days, the entire note becomes
immediately due and payable.
ARTICLE II: MISCELLANEOUS
SECTION 2.01 - ARBITRATION: Any controversy, claim, or breach arising out of or
relating to this Note, at the discretion of Maker, shall be settled by
arbitration in accordance with the Arbitration Rules of American Arbitration
Association in Phoenix, Arizona. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. Each party
shall have the right of discovery as set forth in the Federal Rules of Civil
Procedure.
SECTION 2.02 - GOVERNING LAW: This Note is governed by the laws of the State of
Arizona and venue shall be in County of Maricopa.
SECTION 2.03 - JURISDICTION: Lender hereby submits to personal jurisdiction in
the State of Arizona.
SECTION 2.04 - NOT USED.
SECTION 2.05 - NOTICE: All notices shall be in writing and shall be deemed
delivered in person when delivered by courier, overnight delivery service, or
mailed postage prepaid by Certified or Registered Mail -- Return Receipt
Requested -- to the person and address designated in this Note.
SECTION 2.06 - NOT USED.
SECTION 2.07 - NOT USED.
SECTION 2.08 - SEVERABILITY: If any provision of this Note is rendered invalid,
the remaining provisions shall remain in full force and effect.
SECTION 2.09 - ASSURANCES: Each party hereby represents and warrants that all
representations, warranties, recitals, statements and information provided to
each other under this Note are true, correct, and accurate to the best of its
knowledge.
IN WITNESS WHEREOF, the Maker has executed this Note as of this 8th day
July, 2002.
MAKER National Scientific Corporation
ADDRESS:
00000 X. Xxxxxx Xx. Xxx 000
Xxxxxxxxxx, XX. 00000
/s/ Xxx X. Xxxx
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Signature/Title of Corporate Officer, CFO
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LENDER: L. L. "Xxx" Xxxx
ADDRESS:
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/s/ Xxx X. Xxxx
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Signature/Title of Xxx X. Xxxx
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