PROMISSORY NOTE
$37,500.00 August 22, 2000
FOR VALUE RECEIVED, the undersigned, PPCT PRODUCTS, L.L.C., a Florida
limited liability company, with offices at 7635 West 28th Avenue, Hialeah, FL
33016 (the "Maker"), promises to pay to Marc E. Bercoon ("Payee") the
principal sum of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00),
together with interest thereon at the rate of eighteen percent (18%) per
annum computed on the balance of principal remaining from time to time unpaid
from the date of disbursement, as follows:
Interest on the outstanding principal balance shall begin to accrue beginning
on the date the loan is funded. The principal shall be funded, in whole or
in part, as and when determined by Payee based upon Maker's financial
progress as determined by Payee, in its sole and absolute discretion.
Payments under this Note shall be made to the Payee as follows:
Interest only shall be paid monthly commencing on the first day of September,
2000, and continuing thereafter on the first day of each succeeding month,
until the entire outstanding principal balance has been paid in full.
Payments shall be made without demand or invoice therefor, and shall be
deemed timely if received by Payee within five (5) business days of the due
date.
The entire outstanding principal balance together with all accrued and unpaid
interest shall be due and payable in full, if not sooner paid, on July 31,
2001 (the "Maturity Date"). The Maker shall have the right to prepay all or
any part of the outstanding principal balance at any time without penalty.
If the payment of the outstanding principal balance, together with any
accrued and unpaid interest thereon, is not made on or before the Maturity
Date or if any payment of interest is not made and not cured within five days
of receipt of written notice thereof, then Maker shall be in default and such
total past due amount shall thereafter, until paid, accrue and bear interest
at the default interest rate of the highest rate then permitted by applicable
law. Further, Payee may pursue any and all other remedies available at law
or in equity, including pursuing collection against any guarantor.
Any provision contained in this Note to the contrary notwithstanding, Payee
shall not be entitled to receive or collect, nor shall Maker be obligated to
pay, interest on any of the indebtedness evidenced hereby in excess of the
maximum rate of interest permitted by applicable law, and if any provision of
this Note shall ever be construed or held to permit the collection or to
require the payment of any amount of interest in excess of that permitted by
applicable law, the provisions of this paragraph shall control and shall
override any contrary or inconsistent provision herein. It is the intention
of the parties to conform strictly to applicable usury laws, and to the
extent the terms of this Note or any other such document are determined to be
inconsistent with such usury laws, this Note shall be subject to reduction to
the maximum rate of interest allowed under applicable usury laws.
Payee shall be entitled to collect all costs of collection including
attorneys' fees if Maker is in default.
This Note is expressly made subordinate to the rights, liens, and security
interest of any commercial lender(s), as they may exist from time to time,
which lender(s) may be granted a lien on Maker's inventory, accounts
receivable and/or other assets. Any Payee shall, if necessary, execute any
reasonable documentation acknowledging its subordinated position to any such
commercial lender that may do business with Maker from time to time. Should
any Payee fail to sign any such acknowledgment, Payee hereby appoints any
officer of Maker to execute such acknowledgment on Payee's behalf as its
attorney in fact. This Note is secured solely by any guarantees received by
Payee. None of Maker's assets are pledged as security for repayment of this
Note.
This Note shall be governed and construed under the laws of the State of
Florida, and in the event Payee files suit to enforce its rights under this
Note, Maker hereby consents to jurisdiction and venue in Florida.
Maker waives presentment for payment, protest and demand, and notice of
protest, demand and dishonor.
The sums due under this Note shall not be subject to offset, deduction or
claims which Maker or any guarantor may have against each other or the Payee
or holder hereof; each Maker and guarantor hereby waives any such claim of
offset, deduction or any claim in the nature thereof.
All notices (except as expressly provided herein to the contrary) and
payments required or permitted hereunder shall be in writing and shall be
either personally served or sent by registered or certified mail, return
receipt requested, postage prepaid, as follows:
If to Payee: Marc Bercoon If to Maker: PPCT PRODUCTS, L.L.C.
3500 Magellan Circle #715 7635 West 28th Avenue
Aventura, FL 33180 Hialeah, FL 33016
All notices given in accordance with this paragraph shall be effective and
deemed received upon receipt by the addressee.
MAKER:
PPCT PRODUCTS, L.L.C.
By: /s/ Joseph A. Rotmil
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Joseph A. Rotmil
Managing Member
GUARANTY
The undersigned, each hereby unconditionally guarantees full repayment of the
principal balance and all accrued interest and any and all other obligations
of Maker under this Note. The undersigned acknowledges that this guaranty
includes all attorneys' fees and costs of collection incurred by Payee, and
Guarantor submits to the jurisdiction and venue provided for in the Note.
Each guarantor shall have a right of contribution from the other guarantor.
/s/ Joseph A. Rotmil
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Joseph A. Rotmil, personally