Exhibit 99 PROMISSORY NOTE
PROMISSORY NOTE
$900,000.00 Irvine,
California
November 16, 2001
This Promissory Note ("Note") is executed this 16th day of
November 2001, and is entered into by and between Global Foods
Online, Inc., a Nevada Corporation (hereunder "Maker"), and The
Majestic Companies, Ltd., a Nevada Corporation (hereunder "Holder").
FOR VALUE RECEIVED, Maker hereby promises to pay to the order of
Holder or order, the principal sum of nine hundred thousand dollars
($900,000.00) together with interest (computed daily on the basis of
a 360-day year) on the unpaid balance hereof at the rate of three
percent (3%) per annum on a non-compounded basis, payable as follows:
1. PAYMENTS.
Payments are to be made according to the following
schedule: First payment, due on December 8, 2001, $10,000.00; Second
payment, due January 8, 2002, $20,000.00; Third payment, due February
8, 2002, $30,000.00; Fourth payment, due March 8, 2002, $40,000.00;
Fifth payment, due April 8, 2002, $50,000.00; Sixth payment, due May
8, 2002, $50,000.00; and for the remaining ten (10) more, payments of
$70,000.00 on each month thereafter on the 8th day of each successive
month.
2. FORM OF PAYMENT, SECURITY INTEREST.
All payments pursuant to this Note shall be made in lawful
money of the United States of America, by check or confirmed wire
transfer payable to Holder or its assigns, and shall be applied as
follows; First, to the payment of any delinquency or "late" charges,
if any, second, to accrued and unpaid interest; and third, to the
reduction of principal. Time is of the essence for all payments
hereunder. It is understood that in any month whereby Maker cannot
make the payment without impairing working capital, Maker may elect
to make all or any portion of the payment in stock of Maker at the
bid price on the date the payment is due and is thereby using its own
Common Stock as Security on the Note.
3. PREPAYMENT.
Maker may prepay this Note in whole or in part at any time
without penalty. Any such prepayment shall be applied first to the
payment of all accrued and unpaid interest. Partial payment of this
Note will not release, discharge, or affect the remaining liabilities
of Maker or any guarantor, xxxxxxx, or other maker or obligor under
this Note, or any other document executed in connection therewith.
4. USURY LAWS.
It is the intention of the parties to conform strictly to
the usury laws, whether state or federal, that are applicable to this
Note. None of the terms and provisions contained in this Note or any
other document or instrument securing the indebtedness evidenced
hereby or related hereto shall ever be construed to create a contract
for the use, forbearance or detention of money requiring payment of
interest in excess of the maximum amount permissible under applicable
federal or state usury laws. If under any circumstances whatsoever
fulfillment of any provision hereof or any documents, at the time
performance of such provision shall be due, shall involve exceeding
the limit of validity prescribed by law, then the obligation to be
fulfilled shall be reduced to the limit of such validity; and if
under any circumstances Holder shall ever receive an amount deemed
interest by applicable law, which would exceed the highest lawful
rate, such amount that would be excessive interest under applicable
usury laws shall be applied to the reduction of the principal amount
owing hereunder and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal, the
excess shall be deemed to have been a payment by mistake and shall be
refunded to maker or to any other person making such payment on
Maker's behalf. All sums paid or agreed to be paid to Holder for the
use, forbearance or detention of the indebtedness of Maker evidenced
hereby, outstanding from time to time, shall, to the extent permitted
by law, and to the extent necessary to preclude exceeding the limit
of validity prescribed by law, be amortized, prorated, allocated and
spread from the date of this Note so that the actual rate of interest
on account of such indebtedness is uniform throughout the term
hereof. The terms and provisions of this paragraph shall control and
supersede every other provision of all agreements between Maker, and
endorser or guarantor and Holder.
5. General Provisions.
5.1 Assignment. Neither this Agreement nor any rights of
Maker hereunder may be assigned by Maker to any other person or
entity without the prior written consent of Holder.
5.2 Attorneys' Fees. In the event any dispute arises
under this Agreement, and the parties hereto resort to litigation to
resolve such dispute, the prevailing party in any such litigation, in
addition to all other remedies at law or in equity, shall be entitled
to an award of costs and fees from the other party, which costs and
fees shall include, without limitation, reasonable attorneys' fees
and legal costs.
5.3 Choice of Law; Venue. This Agreement shall be
governed by and interpreted in accordance with the laws of the State
of California for contracts to be wholly performed in such state and
without giving effect to the principles thereof regarding the
conflict of laws. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass any part of the City
of Santa Xxx or the state courts of the State of California sitting
in the City of Santa Xxx in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by
law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such
jurisdictions.
5.4 Costs and Expenses. The parties shall be responsible
for and shall pay their own costs and expenses, including without
limitation attorneys' fees and accountants' fees and expenses, in
connection with the conduct of the due diligence inquiry,
negotiation, execution and delivery of this Agreement and the
instruments, documents and agreements executed in connection with
this Agreement.
5.5 Counterparts/Facsimile Signatures. This Agreement may
be executed in one or more counterparts, each of which when so signed
shall be deemed to be an original, and such counterparts together
shall constitute one and the same instrument. In lieu of the
original, a facsimile transmission or copy of the original shall be
as effective and enforceable as the original.
5.6 Entire Agreement: Amendment. This Agreement, together
with the exhibits to this Agreement and the other instruments and
documents delivered in connection with this Agreement constitute the
full and entire understanding and agreement between the parties with
regard to the subjects hereof and thereof, and no party shall be
liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth in this
Agreement or therein. Except as expressly provided in this
Agreement, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.
5.7 Headings. The headings of the sections and paragraphs
of this Agreement have been inserted for convenience of reference
only and do not constitute a part of this Agreement.
5.8 Severability. Should any one or more of the
provisions of this Agreement be determined to be illegal or
unenforceable, all other provisions of this Agreement shall be given
effect separately from the provision or provisions determined to be
illegal or unenforceable and shall not be affected thereby.
IN WITNESS WHEREOF, the parties named below have caused this
Agreement to be executed and delivered as of the date first above
written.
WITNESS: GLOBAL FOODS ONLINE,
INC.,
a Nevada corporation
s/s Xxxxx Xxxxxx s/s Xxxx Xxxxxxxx
Xxxxx Xxxxxx Xxxx Xxxxxxxx, President
