Exhibit 10.43
THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
NOTE
$1,250,000 New York, NY
May 8, 2001
FOR VALUE RECEIVED, Globaltron Corporation, a Florida corporation (the
"Company"), having a principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby promises to pay to the order of GNB Bank Panama S.A.
("Lender") on June 8, 2001 (the "Maturity Date"), at Calle 50 y ▇▇▇▇▇▇▇▇ de la
Guardia, Torre Banco Continental, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ of Panama, or
such other place (the "Office"), as may be designated by the Lender in a written
notice given to the Company, in lawful money of the United Sates of America in
New York Clearing House funds, on the Maturity Date, the principal sum of One
Million Two Hundred and Fifty Thousand ($1,250,000.00) United States Dollars
(the "Principal Amount").
The Company promises also to pay interest on the unpaid Principal
Amount in like money at said Office from the date hereof until paid at the rate
which Citibank N.A. announces from time to time as its base rate plus 2%.
Any interest due under this Note may be offset by the Lender as against
any funds of the Company on deposit at the Lender, if any.
The Company shall pay on demand all losses, costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Note.
In case that the Company or any of its subsidiaries shall default in
any prepayment of all or any part of any of the outstanding loans it has with
the Lender, the unpaid Principal Amount of and accrued interest on the Note
shall automatically become immediately due and payable, without presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by the Company.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
No failure on the part of Lender to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.
This Note shall be governed by and construed in accordance with the
laws of the State of New York, United States of America, without regard to
conflict of law principles.
Any proceedings with respect to the interpretation of this
Note or the rights and obligations of the undersigned shall be exclusively
brought in the United States District Court for the Southern District of New
York or, if such court lacks subject matter jurisdiction, in the Supreme Court
of the State of New York, County of New York and the undersigned waives the
right to object to the jurisdiction or venue of either such Court or to claim it
is inconvenient forum.
GLOBALTRON CORPORATION
By:_____________________________
Name:___________________________
Title:__________________________