Exhibit 10.32
PROMISSORY NOTE
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$1,772,000 November 30, 2000
WATTAGE MONITOR INC., a Nevada corporation (the "Borrower"), promises to pay to
the lenders listed on Schedule I attached hereto (each a "Lender" collectively,
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the "Lenders"), in immediately available funds, the principal sum of ONE MILLION
SEVEN HUNDRED SEVENTY-TWO THOUSAND DOLLARS ($1,772,000), or such lesser amount
as may constitute the aggregate unpaid principal amount of the Loans made to the
Borrower by the Lenders pursuant to the Loan Agreement (as defined below),
together with interest thereon at the rates and on the dates specified in the
Loan Agreement of even date herewith by and among the Borrower and the Lenders
(as the same may be amended, modified or restated from time to time, the "Loan
Agreement"). Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Loan Agreement.
All interest shall be computed for actual days elapsed on the basis of a year of
365 or 366 days, and in accordance with the Loan Agreement.
The Borrower hereby authorizes the Lenders to endorse on Schedule II attached
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hereto, the principal amount of all Loans made by the Lenders to the Borrower
under the Loan Agreement as well as the reductions to the aggregate principal
amount of this Note which notations and endorsements shall constitute prima
facie evidence of the information set forth therein, absent manifest error;
provided, that the failure to make any such notations on such Schedule shall not
limit or otherwise affect the obligations of the Borrower under the Loan
Agreement or this Note.
The Borrower may prepay the Loans evidenced by this Note, in whole or in part,
at any time and from time to time, without penalty or premium.
This Note is issued pursuant to, and is entitled to the benefits of, the Loan
Agreement, to which Loan Agreement, as it may be amended from time to time,
reference is hereby made for a statement of the terms and conditions under which
the Maturity Date of this Note may be accelerated.
This Note shall be secured pursuant to the terms of that certain Security
Agreement by and among the Borrower and the Lenders, dated the date hereof.
This Note shall be governed by and construed in accordance with the laws of the
State of New York, without regard to such state's internal conflicts of laws
principles.
With respect to any suit, action or proceeding relating to this Note or any of
the Loan Documents, the Borrower irrevocably (a) submits to the non-exclusive
jurisdiction of the courts in the State of New York and the United States
District Court located in the Borough of Manhattan in New York City; and (b)
waives any objection which it may have at any time to the laying of venue of any
such suit, action or proceeding brought in any such court, waives any claim that
any such suit, action or proceeding has been brought in an inconvenient forum
and
further waives the right to object with respect to any such suit, action or
proceeding that such court does not have any jurisdiction over it.
Nothing contained herein shall limit or impair the right of the Lenders to
institute any suit, action, motion or proceeding in any other court of competent
jurisdiction, nor shall the taking of any suit, action or proceeding in one or
more jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.
The Borrower irrevocably appoints the following process agent to receive, for it
and on its behalf, service of process in any suit, action or proceedings
relating to this Note: CT Corporation System, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇. If for any reason the Borrower's process agent is unable to act as such,
the Borrower will promptly notify the Lenders and within thirty (30) days
appoint a substitute process agent acceptable to the Lenders. Nothing in this
Note will affect the right of the Lenders to serve process in any other manner
permitted by law.
The Borrower hereby irrevocably waives all right to trial by jury in any suit,
action or proceeding arising out of or relating to this Note or any other Loan
Documents.
[SIGNATURE PAGE FOLLOWS]
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WATTAGE MONITOR INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
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SCHEDULE I
LENDERS
Lender (Name/Address/Phone)
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RHL Ventures LLC
c/o Wit SoundView Ventures
▇▇▇ ▇▇▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
c/o Wattage Monitor
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Verus Group
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇, President
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
SDK Investments LLC
c/o iballs
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇@▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
c/o iballs
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇@▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇
Stratosphere International Ltd.
c/o Verus International Ltd.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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SCHEDULE II
LOANS AND PAYMENTS
Principal Amount Principal Amount Unpaid Principal
Date of Loan Made of Loan Paid Balance Notation Made By
---- ------------ ------------ ------- ----------------
12/28/00 $332,000 $332,000 $0 RHL Ventures LLC
12/28/00 $215,000 $215,000 $0 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
12/28/00 $ 60,000 $ 60,000 $0 Verus Group
12/28/00 $ 40,000 $ 40,000 $0 SDK Investments LLC
12/28/00 $ 30,000 $ 30,000 $0 ▇▇▇▇▇▇▇ ▇▇▇▇▇
12/28/00 $ 20,000 $ 20,000 $0 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Stratosphere
12/28/00 $ 10,000 $ 10,000 $0 International Ltd.
12/28/00 $ 50,000 $ 50,000 $0 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇