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EXHIBIT 10.1
LINE OF CREDIT
$1,000,000.00 NOVEMBER 22, 1998
MAXXIS GROUP, INC., a Georgia corporation ("Borrower"), for value
received, hereby promises to pay to the order of the MAXXIS MILLIONAIRE SOCIETY,
a Georgia partnership ("Lender"), the aggregate principal sum of ONE MILLION
DOLLARS ($1,000,000.00) or such portion as may have been advanced to Borrower by
▇▇▇▇▇▇ (the "Principal") pursuant to the terms hereof, no later than November
22, 1999 (the "Due Date"). The Principal is payable, in coin or currency of the
United States of America, at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other place as Lender may from time to time designate to
Borrower in writing.
1. Line of Credit. The Lender shall advance to the Borrower such sums
as the Borrower may request prior to the Due Date, but which advanced sums (the
"Advances") shall not exceed in the aggregate $1,000,000.00 (the "Maximum
Amount"). All Advances shall be due in full and payable on the Due Date. Lender
shall not request any Advances which exceed the Maximum Amount or which would
cause the aggregate amount of outstanding Advances (exclusive of Advances that
have been repaid by the Borrower and exclusive of any interest that has accrued
on the Advances) made pursuant hereto to exceed the Maximum Amount.
2. Advances. All Advances pursuant to this Line of Credit shall be in
the principal amount of $50,000.00 (or a multiple thereof) and shall be noted on
Exhibit A hereto. With respect to each Advance and all matters and transactions
in connection therewith, the Borrower hereby irrevocably authorizes the Lender
to accept, rely upon, act upon and comply with any oral or written instructions,
requests, confirmations and orders of ▇▇▇▇▇▇ ▇▇▇▇▇, the Company's Chief
Executive Officer and President, or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company's Chief
Financial Officer.
3. Interest. Interest shall accrue on the Advances at the rate of ten
percent (10%) per annum. No interest shall be payable and due until the Due
Date.
4. Prepayment. The Borrower may, at any time and from time to time,
prepay all or any Advances remaining unpaid, without penalty or premium.
Prepayments shall be applied first to accrued but unpaid interest and second to
outstanding Advances.
5. Default. The failure by the Borrower to pay the outstanding Advances
and any accrued interest thereon on or before the Due Date shall constitute a
default under this Line of Credit. Upon a default, the Lender may declare the
entire unpaid Principal and all other sums due hereunder immediately due and
payable.
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6. Notices. Any notice or demand required or permitted by or in
connection with this Line of Credit shall be in writing at the address set forth
below or to such other address as may be hereafter specified by written notice
to the Lender by ▇▇▇▇▇▇▇▇. Any such notice or demand shall be deemed to be
effective as of the date of hand delivery or facsimile transmission, one day
after dispatch if sent by telegram, mailgram, overnight delivery, express mail
or Federal Express, or three days after mailing if sent by first class mail with
postage prepaid.
7. Invalidity of Any Part. If any provision or part of any provision of
this Line of Credit shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Line of Credit, and this Line of
Credit shall be construed as if such invalid, illegal or unenforceable provision
or part thereof had never been contained herein, but only to the extent of its
invalidity, illegality or unenforceability.
8. Choice of Law; Consent to Venue and Jurisdiction. This Line of Credit
shall be governed, construed and interpreted in accordance with the laws of the
State of Georgia, even if the Georgia rules governing conflicts of laws would
otherwise require that the laws of another jurisdiction govern this Line of
Credit. Borrower and Lender consent to the jurisdiction and venue of the courts
of any county in the State of Georgia or to the jurisdiction and venue of the
United States District Court for the District of Georgia in any action or
judicial proceeding brought to enforce, construe or interpret this Line of
Credit.
9. Actions Against Lender. Any action brought by Borrower against Lender
which is based, directly or indirectly, or in whole or in part, upon this Line
of Credit or any matter related to this Line of Credit shall be brought only in
the courts of the State of Georgia.
10. Waiver of Jury Trial. Borrower (by execution of this Line of Credit)
and Lender (by acceptance of this Line of Credit) agree that any suit, action,
or proceeding, whether claim or counterclaim, brought or instituted by Borrower
or the Lender on or with respect to this Line of Credit or which in any way
relates, directly or indirectly, to the obligations of Borrower to the Lender
under this Line of Credit, or the dealings of the parties with respect thereto,
shall be tried only by a court and not by a jury. Borrower (by execution of this
Line of Credit) and ▇▇▇▇▇▇ (by acceptance of this Line of Credit) hereby each
expressly waive any right to a trial by jury in any such suit, action, or
proceeding. Borrower (by execution of this Line of Credit) and Lender (by
acceptance of this Line of Credit) acknowledges and agrees that this provision
is a specific and material aspect of the agreement between the parties and that
the Lender would not enter into the transaction with Borrower if this provision
were not a part of their agreement.
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IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have duly executed this Line of
Credit as of the date first set forth above.
MAXXIS GROUP, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Chief Executive Officer and President
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MAXXIS MILLIONAIRRE SOCIETY
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: Partner
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EXHIBIT A
Date Advance Borrower's Signature Lender's Signature
---- ------- -------------------- ------------------
November 22, 1998 $250,000.00 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
December 7, 1998 $100,000.00 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
December 15, 1998 $250,000.00 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
December 31, 1998 $200,000.00 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇