AMENDED AND RESTATED
PROMISSORY NOTE
Dated: November 15, 1999
The Promissory Note dated July 1, 1999 is hereby amended and restated to read as
follows:
FOR VALUE RECEIVED, b2bstores.com Inc., a Delaware corporation (the
"Maker"), hereby promises to pay to the order of Enviro-Clean of America, Inc.
(the "Payee"), at 211 Park Avenue, Hicksville, New York 11801, or such other
place as may from time to time be designated by notice thereof from the Payee
hereof to the Maker, the principal sum as shall have been advanced from time to
time from Payee to Maker (as set forth on the schedule to this Note ("Grid")),
together with interest on the unpaid principal sum outstanding at a rate equal
to eight percent per annum. Principal and interest shall be due and payable on
the earlier of (i) February 1, 2000 and (ii) the date the Maker consummates an
offering of its equity securities yielding gross proceeds of at least
$2,000,000.
Interest shall be payable on any installment of principal and interest not
paid to the Payee on its due date as set forth above at a per annum rate equal
to the lesser of (i) 18%, or (ii) the highest rate permitted by law, from the
date such installment was due and payable to the Payee until the date such
installment is fully paid.
If any of the following events shall occur:
(i) the Maker shall default in the payment of principal of, or interest on,
this Note or any indebtedness for borrowed money in excess of $50,000, or shall
default in the performance or observance of the terms of any instrument pursuant
to which such indebtedness was created or is secured, the effect of which
default is to cause or permit any holder of any such indebtedness to cause the
same to become due prior to its stated maturity;
(ii) any judgment against the Maker or any attachment, levy or execution
against any of its properties for any amount shall remain unpaid, or shall not
be released, discharged, dismissed, stayed or fully bonded for a period of 10
days or more after its entry, issue or levy, as the case may be; or
(iii) the Maker shall make an assignment for the benefit of creditors, or a
trustee, receiver or liquidator shall be appointed for the Maker or for any of
its property, or the commencement of any proceedings by the Maker under any
bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of
debt, receivership, liquidation or dissolution law or statute, or the
commencement of any such proceedings without the consent of the Maker and such
proceedings shall continue undischarged for a period of 10 days;
then, in any such event, the Payee may declare the entire unpaid principal
amount of this Note, and all interest accrued and unpaid hereon, to be forthwith
due and payable, whereupon the same shall become and be forthwith due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by the Maker.
No failure on the part of the Payee to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by Payee 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.
In the event this Note is turned over to an attorney for collection or
Payee otherwise seeks advice of an attorney in connection with exercise or
enforcement of its rights hereunder, the Maker agrees to pay all costs of
collection, including reasonable attorneys' fees and expenses, which amounts
may, at the Payee's option, be added to the principal hereof.
No amendment, modification or waiver of any provision of this Note, nor
consent to any departure by the Payee therefrom, shall be effective unless the
same shall be in writing and signed by the Payee, and then such waiver or
consent shell be effective only in the specific instance and for the specific
purpose for which it is given.
This Note has been executed and delivered in the State of New York and the
construction, validity and performance hereof shall be governed by the internal
laws of the State of New York without regard to the principles of conflict of
laws. Any action, suit or proceeding in respect of or arising out of this Note
may be brought by Payee in federal or state court located in Nassau County. In
any such action, suit or proceeding, Maker waives trial by jury, and Maker also
waives (i) the right to interpose any setoff or counterclaim of any nature or
description; (ii) any objection based on forum non-conveniens or venue; and
(iii) any claim for consequential, punitive, or special damages.
This Note shall be binding upon the Maker and its successors and assigns,
and the terms hereof shall inure to the benefit of the Payee and its successors
and assigns, including subsequent holders hereof.
All notices hereunder from the Payee to the Maker shall be in writing and
mailed to the Maker at the above address by registered or certified mail, return
receipt requested. All such notice shall be deemed given when mailed.
2
Maker hereby authorizes Payee to complete and revise the Grid and to
reflect thereon the making of any loan made to Maker hereunder. Payee shall send
a copy of the Grid to Maker promptly after any revision thereto. The Grid, as
completed and/or revised by Payee, shall be final and binding on Maker in the
absence of fraud or mathematical error.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument on
the date set forth above.
b2bstores.com Inc.
By: /s/ Richard Kandel, Chairman
-----------------------------
Richard Kandel
3
SCHEDULE TO PROMISSORY NOTE
Maker: b2bstores.com Inc. Date of Amended and Restated Note:
November 15, 1999
NAME OF PERSON
DATE AMOUNT OF ADVANCE MAKING NOTATION
---- ----------------- ---------------
June 10, 1999 25,000 Richard Kandel
July 15, 1999 2,586 Richard Kandel
July 19, 1999 25,000 Richard Kandel
July 26, 1999 27,250 Richard Kandel
July 30, 1999 100,000 Richard Kandel
November 5, 1999 50,000 Mark Voorhis
November 10, 1999 100,000 Mark Voorhis
November 24, 1999 200,000 Mark Voorhis
December 10, 1999 170,000 Mark Voorhis
December 23, 1999 125,000 Mark Voorhis
4