EXHIBIT 99.6
ACCEPTANCE
This Subscription Agreement in the name of Xxxxx Xxxxxxx for 2,250,000 shares of
stock for $382,500.00 is hereby accepted by the Company as of the 8th day of
June, 2001.
AmeriNet Xxxxx.xxx, Inc.
By: /s/ Xxxxxx X. Xxxxxxx, President
Date: 6/8/01
SECURED PROMISSORY NOTE
June 8, 2001 AMOUNT: $255,000.00
1. FOR VALUE RECEIVED, Xxxxx Xxxxxxx (the "Maker") hereby agrees to pay
to AmeriNet Xxxxx.xxx, Inc., or to order, at Crystal Corporate Center, 0000
Xxxxx Xxxxxxxx Xxxxx, xxxxx 000-X, Xxxx Xxxxx, Xxxxxxx 00000 or at such other
place as the holder hereof may designate and in writing from time to time, the
sum of TWO HUNDRED FIFTY FIVE THOUSAND AND NO/100 DOLLARS ($255,000.00) ON OR
BEFORE November 30, 2001, together with interest on the unpaid principal balance
from the date hereof until paid at the rate of TEN PERCENT (10%) per annum.
Interest on the unpaid principle amount shall be payable monthly in arrears on
the fifth (5th) day of each month for the preceding month commencing July 5,
2001, and continuing on the fifth day of each month thereafter until the note is
paid in full.
2. All payments shall be credited first to accrued and unpaid interest
and then to principal or other amounts owing pursuant hereto. Maker may prepay
any portion of the principal of this note without penalty at any time.
3. This note is secured by a Pledge Agreement of even date, a copy of
which is attached hereto as Exhibit A, pursuant to which Maker has granted the
holder a security interest in certain AmeriNet Xxxxx.xxx, Inc. common stock.
4. The occurrence of any of the following shall be an event of default
("Event of Default") hereunder:
(a) failure to make any payment as herein provided within five (5) days
of the date due;
(b) the assignment or attempted assignment of the Maker's obligations
under this note; other than as provided in Section 10.
(c) the occurrence of an Event of Default under the Pledge Agreement.
5. Upon the occurrence of any Event of Default, the unpaid principal
and interest hereof, at the sole option of the holder, shall at once become due
and payable, and the holder shall have the remedies and may cancel shares of
pledged stock as provided in the Pledge Agreement. No delay or omission on the
part of the holder in exercising any right under this Note or under the Pledge
agreement shall operate as a waiver of such right.
6. The liability of Maker for payment of principal and interest under
this Note shall be limited to the stock pledged pursuant to the Pledge
Agreement. The holder agrees not to seek or obtain any deficiency or personal
judgment or decree against the maker, except such judgment or decree as may be
necessary to obtain or cancel the Maker's interest in the pledged stock.
7. The maker waives presentment, demand, protest, notice of protest,
notice of dishonor and notice of nonpayment.
8. If any provision of this note is held to be invalid or unenforceable
by a court of competent jurisdiction, the other provisions of this note shall
remain in full force and effect.
9. This obligation shall be construed pursuant to the laws of the State
of Florida. By entering into this agreement the parties agree to be bound by the
jurisdiction of the Florida courts with venue for any dispute in Palm Beach
County, Florida.
10. This note may be assigned in whole or in part to a transferee of
all the stock pledged under the Pledge Agreement, provided that any assignee
shall assume the Maker's obligations under the Pledge Agreement and shall
execute an amended or replacement pledge agreement in form satisfactory to the
holder and its legal counsel. Any assignment of the note must be in compliance
with any applicable federal or state securities laws. .
This Secured Promissory Note is executed this 8th of June, 2001.
MAKER: WITNESS:
/s/ Xxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx
