THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") THE HOLDER HEREOF, BY PURCHASE SUCH
SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY BE OFFERERD, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS
OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN
ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT
LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS
OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY
REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS
AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE
REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE
ACCELERATED.
No. A-001 $290,000
WORLDNET RESOURCES GROUP, INC. f/k/a/
MULTI-MEDIA INDUSTRIES CORPORATION
8% Convertible Note due May 1, 2000
WORLDNET RESOURCES GROUP, INC. f/k/a MULTI-MEDIA
INDUSTRIES CORPORATION, a Utah corporation (together with
its successors, the `Company"), for value received hereby
promises to pay to H.A.A. Inc. or registered assigns, the
principal sum of Two Hundred Ninety Thousand Dollars
($290,000) or, if less, the principal amount of this Note
then outstanding, on the Maturity Date to the Holder in such
coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, monthly in
arrears, on (i) the last day of each calendar month of each
year until the maturity Date, commencing April 1, 2000
(unless such day is not a Business day, in which event on
the next succeeding Business Day) (each an" Interest Payment
Date"), (ii) the Maturity Date, (iii) each Conversion Date,
as hereafter defined, and (iv) the date the principal amount
of the Convertible Notes shall be declared to be or shall
automatically become due and payable, on the principal sum
hereof outstanding in like coin or currency, at the rates
per annum set forth below, from the most recent Interest
Payment Date to which interest has been paid on this
Convertible Note, or if no interest has been paid on this
Convertible Note, from the date of this Convertible Note
until payment in full of the principal sum hereof has been
made.
The interest rate shall be eight percent (8%) per annum
(the "Interest Rate") or, if less, the maximum rate
permitted by applicable law. Past due amounts (including
interest, to the extent permitted by law) will also accrue
interest at the Interest Rate plus 2% per annum or, if less,
the maximum rate permitted by applicable law, and will be
payable on demand ("Default interest"). Interest on this
Convertible Note will be calculated on the basis of a 360-
day year of twelve 30-day months. All payments of principal
and interest hereunder shall be made for the benefit of the
Holder pursuant to the terms of the Agreement (hereafter
defined). Except as otherwise provided in this Convertible
Note, the interest payable on each Interest Payment date
shall be added to the outstanding principal amount of this
Convertible Note on such date and thereafter be considered
part of the outstanding principal amount. The Company may
elect to pay the interest payable on any Interest Payment
Date in cash, provided it gives the registered holder
written notice of such election at least five (5) Business
Days prior to the applicable Interest Payment Date and pays
the same by such date. On each Conversion Date, interest
shall be paid in cash or shares of Common Stock on the
portion of the principal balance of the Convertible Note if
the Convertible Note is then being converted. The number of
shares of Common Stock issued, as interest shall be
determined by dividing the dollar amount of interest due on
the applicable interest Payment Date by the Conversion
Price.
This Convertible Note (this " Convertible Note") is one
of a duly authorizes issuance of $555,000. original
aggregate principal amount Convertible Notes of the Company
referred to in that certain Securities Purchase Agreement
dated as of the date hereof between the Company and the
Purchasers named therein (the "Agreement"). The Agreement
contains certain additional agreements among the parties
with respect to the terms of this Convertible Note,
including, without limitation, provisions which (A) limit
the conversion rights of the holder, (B) specify voluntary
and mandatory repayment, prepayment and redemption rights
and obligations and (C) specify Events of Default following
which the remaining balance due and owing hereunder may be
accelerated. All such provisions are an integral part of
this Convertible Note and are incorporated herein by
reference. This Convertible Note is transferable and
assignable to one or more Persons, in accordance with the
limitations set forth in the Agreement.
The Company shall keep a register ("the Register") in
which shall be entered the names and addresses of the
registered holder of this Convertible Note and particulars
of this Convertible Note held by such holder and of all
transfers of this Convertible Note. References to the Holder
or "Holders" shall mean the Person listed in the Register as
the registered holder of such Convertible Notes. The
ownership of this Convertible Note shall be proven by the
Register.
1. Certain Terms Defined. All terms defined in the
Agreement and not otherwise defined herein shall have for
purpose hereof the meanings provided for in the Agreement
2. Covenants. Unless the Majority Holders otherwise
consent in writing, the Company covenants and agrees to
observe and perform each of its covenants, obligations and
undertakings contained in the Agreement, which obligations
and undertakings are expressly assumed herein by the Company
and made for the benefit of the holder hereof.
3. Payment of Principal. The Company shall repay the
remaining unpaid balance on this Convertible Note on the
Maturity Date. The Company may, and shall be obligated to,
prepay all or a portion of this Convertible Note on the
terms specified in the Agreement.
4.1 Conversion of Convertible Note. The Holder shall have
the right, at its option, at any time from and after any
Event of Default, as defined in the Agreement, to convert
the principal amount of this Convertible Note, or any
portion of such principal amount, into that number of fully
paid and non assessable shares of Common Stock (as such
shares shall then be constituted) determined pursuant to
this Section 4.1. The number of shares of Common Stock to be
issued upon each conversion of this Convertible Note shall
be determined by dividing the Conversion Amount (as defined
below) by the Conversion Price on the date a Notice of
Conversion is delivered to the Company by the Holder by
facsimile or other reasonable means of communication
dispatched prior to 5:00 pm., New York Time. The term
"Conversion Amount" means, with respect to any conversion of
this Convertible Note, the sum of (1) the principal amount
of this Convertible Note to be converted in such conversion
plus (2) accrued and unpaid interest, on such principal
amount at the interest rates provided in this Convertible
Note to the Conversion Date plus (3) Default Interest, if
any, on the interest referred to in the immediately
preceding clause (2); the term "Conversion Price" means
$.01.
4.2 Irrevocable Instruction to Transfer Agent.
Consistent with Section 7.10 of the Agreement,
the Company (i) shall promptly irrevocably instruct its
transfer agent to issue certificates for the Common Stock
issuable upon conversion of this Convertible Note and (ii)
agrees that its issuance of this Convertible Note shall
constitute full authority to its officers and agents who are
charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of
Common Stock in accordance with the terms and conditions of
this Convertible Note.
4.3 Method of Conversion
(a) Notwithstanding anything to the contrary set
forth herein, upon conversion of this Convertible Note in
accordance with the terms hereof, the Holder shall not be
required to physically surrender this Convertible Note to
the Company unless the entire unpaid principal amount of
this Convertible Note is so converted. Rather, records
showing the principal amount converted (or otherwise repaid)
and the date of such conversion or repayment shall be
maintained on a ledger substantially in the form of Annex A
attached hereto (a copy of which shall be delivered to the
Company or transfer agent with each Notice of Conversion).
It is specifically contemplated that the Company hereof
shall act as the calculation agent for conversion and
repayments. In the event of any dispute or discrepancies
such records maintained by the Company shall be
controlling and determinative in the absence of manifest
error. The Holder and any assignee, by acceptance of this
Convertible Note, acknowledge and agree that, by reason of
the provisions of this paragraph, following a conversion of
a portion of this Convertible note, the principal amount
represented by this Convertible Note will be the amount
indicated on Annex A attached hereto (which may be less
than the amount stated on the face hereof).
(b) The Company shall be required to pay any tax which may
be payable in respect of any transfer involved in the
issuance and delivery of shares of Common Stock or other
securities or property on conversion of this Convertible
Note in a name other than that of the Holder (or in street
name).
(c) Upon receipt by the Company of a Notice of
Conversion, the Holder shall be deemed to be the holder of
record of the Common Stock issuable upon such conversion;
the outstanding principal amount and the amount of accrued
and unpaid interest on this Convertible Note shall be
reduced to reflect such conversion. If the Holder shall have
given a Notice of Conversion as provided herein, the
Company's obligation to issue and deliver the certificates
for shares of Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by
the Holder to enforce the same, any waiver or consent with
respect to any provision thereof, the recovery of any
judgment against any person or any action by the Holder to
enforce the same, any failure or delay in the enforcement of
any other obligation of the Company to the Holder of
record, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach by the Holder of any
obligation to the Company, and irrespective of any other
circumstance which might otherwise limit such obligation of
the Company to the Holder in connection with such
conversion. The date of receipt (including receipt via
telecopy) of such Notice of Conversion shall be the
Conversion Date so long as it is received before 5:00p.m.
New York time, on such date.
5. Miscellaneous. This Convertible
Note shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the
laws of said State. The parties hereto, including all
guarantors or endorsers, hereby waive presentment, demands
and notices in connection with the delivery, acceptance,
performance and enforcement of this Convertible Note, except
as specifically provided herein, and assent to extensions of
the time of payment, or forbearance or other indulgence
without notice. The Company hereby submits to the exclusive
jurisdiction of the United States District Court for the
Southern District of New York and of any New York State
court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Convertible
Note. The Company irrevocably waives, to the fullest extent
permitted by law any objection which it may now or hereafter
have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an
inconvenient forum, The Company hereby irrevocably waives
any and all right to trial by jury an any legal proceeding
arising out of or relating to this Convertible Note,
Notwithstanding anything to the contrary in the foregoing,
at the election of the Holder, any dispute between the
Holder and the Company may be arbitrated, rather than
litigated in the courts, before and in accordance with the
rules of the American Arbitration Association in New York
City. The Company agrees to submit to and participate in any
such arbitration. The Holder of this Convertible Note by
acceptance of this Convertible Note agrees to be bound by
the provision of this Convertible Note, which are expressly
binding on such Holder.
{Signature page follows}
IN WITNESS WHEREOF, The Company has caused this instrument
to be duly executed.
Dated: March 1, 2000
WORLDNET RESOURCE GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES, INC.
By: _______________________
▇▇▇▇▇▇▇ ▇▇▇▇▇,
CHAIRMAN