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MASTER PROMISSORY NOTE
FOR VALUE RECEIVED, PPI CAPITAL GROUP, INC, a Utah corporation
("Borrower"), promises to pay to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, an individual ("Lender"),
or order, the principal amount set forth on Schedule A (and any amendments
thereto), with interest on the unpaid principal balance at ten percent (10%)
per annum (the "Obligation").
1. Master Note Agreement.
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This Note shall constitute a "Master Note" under which Lender may make
periodic advances to Borrower as set forth on Schedule A (and any amendments
thereto). ▇▇▇▇▇▇▇▇ agrees that the records of ▇▇▇▇▇▇ shall serve as prima
facia evidence as to the unpaid and funded principal balance of this Note, in
the event that it should become necessary for Lender to (a) commence an
appropriate action seeking to collect the unpaid principal funded balance of
this Note and interests, costs, and attorney's fees in any court of competent
jurisdiction or (b) elect to convert all or a portion of the Obligation to
equity securities of the Borrower at a rate determined by as set forth in
paragraph 2(d) below.
2. Interest, Term and Payment.
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The principal shall bear interest on the balance at 10% per annum from
and after the date thereof until satisfied in full. The Obligation, is due
and payable as follows:
(a) The Obligation is due on demand, unless modified by Lender pursuant
to written notice thereof or such other agreement as may be entered into
between Lender and Borrower with respect thereto;
(b) Borrower may, but is not obligated to, make periodic payments in part
or full payment of the Obligation.
(c) The entire amount of the Obligation will be due immediately upon the
expiration of the notice of default given to Borrower from Lender in the event
of default by Borrower as hereinafter provided.
(d) Notwithstanding the forgoing, at the election of Lender the Borrower
may satisfy its entire obligation for the payment of the principal hereunder
by the issuance and delivery of one or more shares of Common Stock of the
Borrower at the rate of one share of common stock par value $0.001 for every
$0.01 of outstanding principal and accrued interest of the Note.
3. Application of Payments.
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Unless applicable law provides otherwise, all payments received by Lender
shall be applied by Lender first in payment of interest payable, next to the
principal.
4. Events of Default.
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Upon the occurrence and during the continuance of any one or more of the
events hereinafter enumerated, Lender may forthwith or at any time thereafter
during the continuance of any such event, by notice in writing to ▇▇▇▇▇▇▇▇,
declare the unpaid balance of the principal and interest then accrued to be
immediately due and payable, and the principal and interest shall become and
shall be immediately due and payable without presentation, demand, protest,
notice of protest, or other notice of dishonor, all of which are hereby
expressly waived by Borrower, such events being as follows:
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(a) Default in the payment of the principal and interest or any portion
thereof when the same shall become due and payable, whether at maturity as
therein expressed, by acceleration, or otherwise, unless cured within fifteen
(15) days after notice thereof by the Lender to Borrower;
(b) Borrower shall file a voluntary petition in bankruptcy or a voluntary
petition seeking reorganization, or shall file an answer admitting the
jurisdiction of the court and any material allegations of an involuntary
petition filed pursuant to any act of Congress relating to bankruptcy or to
any act purporting to be amendatory thereof, or shall be adjudicated bankrupt,
or shall make an assignment for the benefit of creditors, or shall apply for
or consent to the appointment of any receiver or trustee for Borrower, or of
all or any substantial portion of its property, or Borrower shall make an
assignment to an agent authorized to liquidate any substantial part of its
assets; or
(c) An order shall be entered pursuant to any act of Congress relating to
bankruptcy or to any act purporting to be amendatory thereof approving an
involuntary petition seeking reorganization of Borrower, or an order of any
court shall be entered appointing any receiver or trustee of or for Borrower,
or any receiver or trustee of all or any substantial portion of the property
of Borrower, or a writ or warrant of attachment or any similar process shall
be issued by any court against all or any substantial portion of the property
of ▇▇▇▇▇▇▇▇, and such order approving a petition seeking reorganization or
appointing a receiver or trustee is not vacated or stayed, or such writ,
warrant of attachment, or similar process is not released or bonded within 60
days after its entry or levy.
5. Procedure on Default.
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Upon the occurrence of an event of default, and at any time thereafter,
Lender may elect to declare the entire Obligation immediately due and payable.
In the event of default in the payment of said Obligation when due or declared
due, after expiration of notice of default, Lender shall have all the rights
and remedies of a secured party and shall be entitled to avail itself of all
such other rights and remedies that may now or hereafter exist at law or in
equity for the collection of the Obligation and the enforcement of the
covenants herein and the foreclosure of the security interest created hereby
and resort to any remedy provided hereunder or provided by the Utah Uniform
Commercial Code, or by any other law of the state of Utah.
6. Waivers and Assent to Extension, Indulgence, or Release.
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Borrower hereby waives presentment, demand, notice, protest, notice of
protest, or enforcement of this Note, assents to any extensions or
postponements of the time of payment or any other indulgence and to the
addition or release of any other party or person primarily or secondarily
liable. None of the rights and remedies of the Lender hereunder are to be
waived or affected by failure or delay to exercise them. All remedies
conferred on Lender under this Note shall be cumulative and none is exclusive.
Such remedies may be exercised concurrently or consecutively at Lender's
option.
7. Attorneys' Fees.
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If this Note is placed with an attorney for collection, or if suit be
instituted for collection, or if any other remedy permitted by law is pursued
by ▇▇▇▇▇▇, because of any default in the terms and conditions herein, then in
such event, the undersigned agrees to pay reasonable attorneys' fees, costs,
and other expenses incurred by ▇▇▇▇▇▇ in so doing.
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8. Governing Law.
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This Note shall be governed by and construed and enforced in accordance
with the laws of the state of Utah.
BORROWER:
PPI CAPITAL GROUP, INC.
DATE: May 1, 1999 By:/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Its Duly Authorized Officer