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EXHIBIT 10.33
PROMISSORY NOTE
$50,000.00 NOVEMBER 8, 2001
FOR VALUE RECEIVED, IEXALT, INC., a Nevada corporation (the "Maker"),
promises to pay to the order of IGNATIUS LEONARDS , an individual, residing in
the State of Texas (together with any successors or assigns, referred to as
"Payee"), at 1103 Cowards Creek, Friendswood, Texas 77546-4601, or such other
place as Payee may direct in writing, the principal amount of FIFTY THOUSAND AND
NO/100 DOLLARS ($50,000.00), together with interest on the unpaid principal
balance thereof from time to time outstanding at the Stated Rate (as defined
below); provided, however, that for the full term of this Note the interest rate
produced by the aggregate of all sums paid or agreed to be paid to the holder of
this Note for the use, forbearance or detention of the indebtedness evidenced
hereby shall not exceed the Highest Lawful Rate (as defined below).
"Stated Rate" means a rate per annum equal to fourteen percent (14%),
provided, however, that if the Stated Rate ever exceeds the Highest Lawful Rate,
the Stated Rate shall then and thereafter be fixed at a rate per annum equal to
the Highest Lawful Rate then and from time to time thereafter in effect until
the total amount of interest accrued at the Stated Rate on the unpaid balance of
this Note equals the total amount of interest which would have accrued at the
Highest Lawful Rate from time to time in effect.
"Highest Lawful Rate" means the maximum non-usurious rate of
interest permitted to be charged by applicable federal or Texas law
(whichever permits the higher lawful rate) from time to time in effect.
On each day, if any, that applicable Texas law establishes the Maximum
Rate, the Maximum Rate shall be the "weekly ceiling" (as defined in
Sectio- 3.03 of the Texas Finance Code and Chapter 1D of Title 79, Tex.
Rev. Civ. Stats. 1925, as amended, respectively) for that day.
Interest on this Note shall be computed for the actual number of days
elapsed and on the basis of a year consisting of 365 days, unless the Highest
Lawful Rate would thereby be exceeded, in which event, to the extent necessary
to avoid exceeding the Highest Lawful Rate, interest shall be computed on the
basis of the actual number of days elapsed in the applicable calendar year in
which accrued.
The principal and interest on this Note shall become due and payable on the
earlier to occur of i) the closing and funding of the Transaction or ii) in
twelve (12) equal monthly installments of FOUR THOUSAND FOUR HUNDRED EIGHTY-NINE
and 35/100 DOLLARS ($4,489.35) each with the first such installment being due
and payable on or before the 10th day of December, 2001, and on the same day of
each succeeding month thereafter until November 10, 2002, or the closing and
funding of the Transaction, which ever is earlier, being the final maturity date
of this Note, when the entire unpaid principal balance and all accrued interest
due thereon shall be due and payable in full. Accrued interest shall be included
in each monthly
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installment hereunder and deducted first therefrom, the balance shall apply
to then remaining principal balance.
For purposes of this Note, the "Transaction" is defined to mean the sale
or transfer by PremierCare, LLC, of certain assets to UMC Ten Broeck, Inc. or to
any other individual or entity.
All past due principal on this Note shall bear interest at the Stated
Rate. The Maker may at any time pay the full amount or any part of this Note
without the payment of any premium or fee. All payments and prepayments hereon
shall be applied first to accrued interest, the balance to principal in the
inverse order of maturity.
The payment of this Note is secured by a first lien and security interest
in and to all present and future accounts receivable of PremierCare, LLC and by
the Continuing Personal Guaranty of Donald W. Sapaugh.
If any installment or payment of principal or interest of this Note is not
paid when due; thereupon, at the option of Payee, this Note shall become and be
due and payable forthwith without demand, notice of default or of intent to
accelerate the maturity hereof, notice of acceleration of the maturity hereof,
notice of nonpayment, presentment, protest or notice of dishonor, all of which
are hereby expressly waived by Maker and each other liable party.
In addition to all principal and accrued interest on this Note, Maker
agrees to pay (a) all reasonable costs and expenses incurred by Payee in
collecting this Note to abate probate, reorganization, bankruptcy or any other
proceedings, and (b) reasonable attorneys fees when and if this Note is placed
in the hands of an attorney for collection after default.
All agreements between the Maker hereof and the Payee, whether now
existing or hereafter arising and whether written or oral, are hereby expressly
limited so that in no event, whether by reason of acceleration of maturity
hereof or otherwise, shall the amount paid or agreed to be paid to the Payee for
the use, forbearance, or detention of the money to be loaned hereunder or
otherwise exceed the Highest Lawful Rate. If fulfillment of any provision hereof
or of any mortgage, loan agreement, or other document evidencing or securing the
indebtedness evidenced hereby, at the time performance of such provision shall
be due, shall involve transcending the limit of validity prescribed by law,
then, ipso facto, the obligation to be fulfilled shall be reduced to the limit
of such validity; and if the Payee shall ever receive anything of value deemed
interest under applicable law which would exceed interest at the Highest Lawful
Rate, an amount equal to any excessive interest shall be applied to the
reduction of the principal amount owing hereunder and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
hereof, such excess shall be refunded to the Maker. All sums paid or agreed to
be paid to the Payee for the use, forbearance, or detention of the indebtedness
of the Maker to the Payee shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full term of such
indebtedness until payment in full so that the rate of interest on account of
such indebtedness is uniform throughout the term thereof. The provisions of this
paragraph shall control all agreements between the Maker and the Payee.
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This Note shall be governed by and construed in accordance with the laws
of the State of Texas and the United States of America from time to time in
effect.
IN WITNESS WHEREOF, the undersigned Maker has duly executed this Note as
of the day and year above first written.
IEXALT, INC.
By: /s/ Donald W. Sapaugh
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Donald W. Sapaugh, President
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