PROMISSORY NOTE
$1,500,000.00 Sarasota, Florida
January 30, 2002
FOR VALUE RECEIVED, the undersigned, TAMPA BAY FINANCIAL, INC. , whose
address is 355 Interstate Boulevard, Sarasota, FL 34243 (hereinafter referred to
as "MAKER"), promises to pay to AERO GROUP INTERNATIONAL CORPORATION
(hereinafter referred to as "AGI") and DIVERSIFIED RESOURCES GROUP, INC.
(hereinafter referred to as "DRGR"), or its successors and assigns at 1389
General Aviation Drive, Hangar 16, Melbourne, FL 32935, or such other place as
the holder hereof may designate in writing, the principal sum of One Million
Five Hundred Thousand Dollars and 00/100 ($1,500,000.00), with no interest as
long as this Note is current subject to the provisions below, payable as
follows:
A. The amount of One Hundred Thousand Dollars ($100,000.00) shall be due
and payable upon the closing of the Agreement and Plan of Exchange and Funding
and Subscription Agreement by and between the same parties to this Note dated of
even date herewith;
B. The amount of One Hundred Fifty Thousand Dollars ($150,000.00) shall
be due and payable upon ten (10) days after the closing of the Agreement and Plan
of Exchange and Funding and Subscription Agreement by and between the same
parties to this Note dated of even date herewith;
C. TBF shall pay, directly or indirectly, the additional sum of One Million
Two Hundred Fifty Thousand ($1,250,000.00) to DRGR and AGI on a monthly basis in
accordance with the following schedule:
DRGR AGI
March 1, 2002 $4,166 $100,000
April 1, 2002 $4,166 $100,000
May 1, 2002 $4,166 $100,000
June 1, 2002 $4,166 $100,000
1
July 1, 2002 $4,166 $100,000
August 1, 2002 $4,166 $100,000
September 1, 2002 $4,166 $100,000
October 1, 2002 $4,166 $100,000
November 1, 2002 $4,166 $100,000
December 1, 2002 $4,166 $100,000
January 1, 2003 $4,166 $100,000
February 1, 2003 $4,174 $100,000
In the event of default in the payment of any of the installments mentioned
above, and if said default shall continue for a period of ten (10) days or more,
then the whole sum then remaining unpaid as set forth herein, plus all accrued
interest at the rate of 18% per annum, at holder's option, shall become due and
payable in full without notice. Failure to exercise such option shall not
constitute a waiver of the right to exercise the same in the event of subsequent
default.
The Maker of this Note shall have the right and option to pay all or any
part of this Note at any time before due, with interest to the date of payment
if after default, and without penalty.
The Maker of this Note further agrees to waive demand, notice of
non-payment, and protest of this Note. In the event suit shall be brought for
the collection thereof, or the same has to be collected upon demand of an
attorney, Maker shall pay all costs of collection, including attorneys' fees at
the trial, appellate and bankruptcy level.
This Note is subject to the terms and conditions of the Funding and
Subscription Agreement by and between the same parties herein of even date,
which is incorporated herein by reference. This Note is based upon the
provisions of the Agreement and Plan of Exchange between the parties that
provides for the transfer of five (5) A-4 Skyhawks into AGI.
2
WITNESSES: MAKER:
Tampa Bay Financial, Inc.
_____________________________
Print name:
_____________________________ By:/s/ Carl Smith
Print name: Carl Smith, CEO and Chairman
