TERM NOTE
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$25,000.00 Date: July , 1998
The undersigned, Casdim International Systems Inc. (the "Borrower"), hereby
promises to pay to the order of ______________________ (the "Holder") or its
assigns, at its office at ______________________, or at such other place as the
holder may direct, in lawful money of the United States of America, the
principal sum of Twenty-Five Thousand dollars ($25,000.00) (the "Loan"):
The Borrower also promises to pay simple interest on the principal balance
of the Loan outstanding from time to time at the rate per annum set forth below,
from the date hereof, to but excluding the business day on which the Loan is
paid in full. The interest will be computed on the basis of a year of 360 days.
Interest on the Loan shall be payable when the principal amount of the Loan
is paid in full.
The rate of interest payable on the Loan is:
10% per annum;
Interest on overdue amounts (whether of principal, interest or otherwise)
under this Term Note is payable on demand at 1% per annum above the Bank's
prime rate.
Any agreements and documents guaranteeing or securing this Term Note
including the pledge by Mr. Yehuda Shimshon of 50,000 shares of Common Stock of
Casdim International Systems Inc. are referred to in this Term Note as the
"Collateral Agreements" and the Holder is entitled to all of the benefits
thereof.
Upon the occurrence of any "Event of Default" as hereinafter defined, the
amounts then remaining unpaid on this Note shall become immediately due and
payable without the Holder giving any notice or making any demand for payment
and without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower. The Borrower agrees to pay all
reasonable out-of-pocket expenses (including but not limited to reasonable fees
and disbursements of counsel) incurred by the Bank in enforcing or attempting to
enforce (whether by suit or otherwise) this Term Note.
The term "Events of Default" shall mean any of the following events:
(i) failure of the Borrower to punctually pay any sum payable under
this Term Note or while the Loan is unpaid (the "Obligations");
(ii) the entry of a decree or order for relief in respect of the
Borrower in an involuntary case under the federal bankruptcy laws or any
other applicable federal or state bankruptcy, insolvency or other similar
law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Borrower for
any substantial part of the Borrower's property, or ordering the winding-up
or liquidation of the Borrower's affairs;
(iii) the commencement by the Borrower of a voluntary case under the
federal bankruptcy laws, or any other applicable federal or state
bankruptcy, insolvency or other similar laws, or the consent of the
Borrower to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Borrower or for any substantial part of the Borrower's
property, or the making by the Borrower of any assignment for the benefit
of creditors, or the Borrower's failure generally to pay the Borrower's
debts as such debts become due, or the taking of action by the Borrower in
furtherance of any of the foregoing;
(iv) the disposition by the Borrower of any material part of the
Borrower's assets, or the suspension, dissolution or liquidation of any
material aspect of the business conducted by the Borrower;
(v) the occurrence of any event or circumstance which, under any
agreement or evidence of indebtedness relating to any obligation of the
Borrower for borrowed money other than this Term Note, assuming that any
required notice had been given or lapse of time had occurred, would give
the holder thereof or any other person the right to declare such obligation
due and payable;
(vi) the breach or invalidity of any term of this Term Note or of any
of the Collateral Agreements or the assertion by the Borrower or any other
person or entity obligated hereunder or thereunder that any such term is
not binding on such person or entity;
No act, delay or omission by the Holder in enforcing its rights shall be
deemed to be a waiver of those rights; no waiver by the Bank shall be valid
unless contained in a writing signed by the Holder. This Term Note may not be
changed or terminated orally. All rights and remedies of the Holder shall be
cumulative and may be exercised singly or concurrently.
The Borrower's obligations under this Term Note shall be binding upon the
Borrower's successors, assigns, heirs, executors and legal representatives. The
Holder may transfer this Term Note and any party to whom it is transferred will
have all the rights of the Holder hereunder (including the right to transfer it
again).
This Term Note and the rights and obligations of the Borrower and the
Holder hereunder shall be governed by and construed in accordance with the laws
of the State of New York. The Borrower hereby waives, and the Holder, by its
acceptance of this Note, shall be deemed to have waived, any right to trial by
jury in any legal proceeding related in any way to this Term Note. The Borrower
agrees that any such proceeding shall, if the holder hereof so elects, be
brought and enforced in the Supreme Court of the State of New York for New York
County or the United States District Court for the Southern District of New York
and the Borrower hereby waives any objection to jurisdiction or venue in any
such proceeding commenced in said courts. The Borrower further waives personal
service of any summons, complaint or other process required to be served on the
Borrower in any such proceeding and agrees that
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the same may be served, with the same effect as personal service on the Borrower
within the State of New York, by certified or registered mail addressed to the
Borrower at the Borrower's address set forth below or at such other address, if
any, as the Borrower shall have notified the Holder of in writing for such
purpose.
Casdim International Systems Inc.
150 East 58th Street
New York, New York 10155
By:/s/Yehuda Shimshon
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Yehuda Shimshon, President
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[CASDIM INTERNATIONAL SYSTEMS INC. LETTERHEAD]
August 18, 1998
Mr. Rocky Stefansky
K.I.D. International
845 Towbin Avenue
Lakewood, NJ 08701
Re:Issuance of Stock of Casdim International Systems, Inc.
Dear Mr. Stefansky:
Casdim International Systems, Inc. (the "Company") will issue to K.I.D.
International ("K.I.D.") 110,770 restricted shares of Common Stock of the
Company (the "Shares") in full consideration for the two loans aggregating
$60,000 (the "Loans") provided by K.I.D. to the Company in July and August 1998.
The issuance of the Shares will constitute full payment for the demand notes
issued by the Company for the Loans and upon their issuance K.I.D. will not have
any claims or demands from the Company regarding the Loans.
The Shares will bear a standard "1933 Act" restrictive legend and will
reflect that you are acquiring the Shares for investment purposes only and not
with a view to distribute the Shares.
Very truly yours,
/s/Yehuda Shimshon
We consent to the above.
K.I.D. INTERNATIONAL
By: /s/Rocky Stefansky
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Rocky Stefansky
President
Date: August 18, 1998
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