EXHIBIT 10.11
PROMISSORY NOTE
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Borrower: Xxxx Xxxx Lender: netValue Holdings, Inc.,
0000 X Xxxxxxxxx Xxxx a Delaware corporation
Xxxxxxxx Xxxx, XX 00000 Xxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
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Principal Amount: $267,000 Rate: 9 % Date of Note: June 16, 1999
PROMISE TO PAY. Xxxx Xxxx (referred to herein as "Borrower") promises to pay to
netValue Holdings, Inc., ("Lender"), or order, in lawful money of the United
States of America, the principal amount of $267,000, together with interest on
the unpaid principal balance from the date of disbursement until paid in full.
PAYMENT. Borrower will pay this loan in accordance with the following payment
schedule:
Borrower will pay the entire outstanding balance of principal and accrued
interest on or before the forty-fifth (45th) day after the date of the Loan
Agreement and other loan documents executed by and between Strategicus Partners,
Inc. and netValue Holdings, Inc. Interest shall accrue on the entire outstanding
principal balance at the rate of nine percent (9%) per annum. Interest on this
Note is computed on the basis of a 360 day year; that is, by applying the ratio
of the annual interest rate multiplied by the outstanding principal balance over
360 days, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued interest,
then to any unpaid collection costs and any remaining amount to principal.
PREPAYMENT. This Note may be prepaid at any time without penalty during the term
of the Note.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment within ten (10) days after the payment is
due. (b) Borrower fails to comply with or perform when due any other term,
obligation, covenant or condition contained in this Note or any agreement
related to this Note, or in any other agreement or loan Borrower has with
Lender. (c) Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material respect.
(d) Borrower dissolves or becomes insolvent; a receiver is appointed for any
part of Borrower's property; Borrower makes an assignment for the benefit of
creditors; or any proceeding is commenced either by Borrower or against Borrower
under any bankruptcy or insolvency laws; provided, however, that Borrower shall
have thirty (30) days in which to obtain a dismissal of any such insolvency
proceedings. (e) Any creditor tries to take any of Borrower's property on or in
which Lender has a lien or security interest. This includes a garnishment of any
of Borrower's accounts with Lender.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon the occurrence of a
default, Lender may exercise any other rights or remedies available under
applicable law, and Lender may, at its option, increase the rate of interest
under this Note to 12% per annum. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower also will pay Lender any
amount related to such collection services. This includes, subject to any limits
under applicable law, Lender's attorney fees and legal expenses whether or not
there is a lawsuit, including attorney fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection services.
THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON,
WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PRINCIPLES.
GENERAL PROVISIONS. Time is of the essence with respect to this Note. Lender may
delay or forgo enforcing any of its rights or remedies under this Note without
losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, hereby waive presentment, demand for
payment, protest and notice of dishonor or default. Upon any change in the terms
of this Note, and unless otherwise expressly stated in writing, no party who
signs this Note, whether as maker, guarantor, accommodation maker or endorser,
shall be released from liability. All such parties agree that Lender may renew,
or extend (repeatedly and for any length of time) this loan, or release any
party or guarantor or collateral; fail to realize upon or perfect Lender's
security interest in the collateral; or take any other action deemed necessary
by Lender without the consent of or notice to anyone. If Borrower consists of
more than one person or entity, all obligations of Borrower herein shall be
joint and several, and all references to Borrower shall mean each and every
Borrower. It is not necessary for Lender to inquire into the powers of any of
the parties hereto or of the officers, directors, partners, managers, members or
agents acting or purporting to act on their behalf.
Prior to signing this Note, Borrower read and understood all of the provisions
of this Note. Borrower agrees to the terms of the Note and acknowledges receipt
of a complete copy of the Note.
BORROWER:
/s/ Xxxx Xxxx
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Xxxx Xxxx
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