PROMISSORY NOTE
$100,000.00 New York, New York
As of October 29, 1996
FOR VALUE RECEIVED, FIRST MEDICAL COPORATION, a Delaware
corporation, with its principal place of business located at 1055 Washington
Boulevard, Stamford, CT 06901 ("Maker"), does hereby promise to pay to the order
of Salvatore J. Zizza, an individual with mailing address at c/o The Lehigh
Group Inc., 810 Seventh Avenue, Suite 27 F, New York, New York 10019 ("Holder"),
or at such other address or at such other place as may be designated from time
to time by notice from Holder to Maker, the principal sum of ONE HUNDRED
THOUSAND DOLLARS ($100,000.00); together with interest accrued thereon at an
interest rate per annum equal to 8% from the date hereof. The principal and
accrued interest amount of this Note shall become due and payable upon the
earliest to occur of (1) January 15, 1997, (2) exercise, in whole or in part, of
the stock option granted by Holder to Maker pursuant to that certain letter
agreement dated October 29, 1996, or (3) termination of such letter agreement in
accordance with its terms. Except as otherwise provided below, interest shall
accrue on the outstanding principal balance then outstanding from the date
hereof until repaid, but shall not be payable with respect to the principal
amount of this Note until the principal is due and payable in full in accordance
with the terms hereof when such interest shall become due and payable. Interest
on this Note shall be computed on a basis of a year of 360 days for the actual
number of days elapsed (including the first day but excluding the last day).
1. EVENTS OF DEFAULT
The occurrence of any of the following events with respect to Maker
shall constitute an event of default which shall cause the entire principal
amount of this Note and accrued interest to become immediately due and payable
without the necessity for any demand on Maker:
(a) If Maker shall default in the payment of principal or any
interest when due and such default shall have continued unremedied for
a period of thirty (30) days; or
(b) If Maker shall make an assignment for the benefit of
creditors, or file a voluntary petition under the U.S. Bankruptcy Code,
as amended (the "Bankruptcy Code"), or any other federal or state
insolvency law, or apply for or consent to the appointment of a
receiver, trustee or custodian of all or part of his property; or
(c) If Maker shall file an answer admitting the jurisdiction
of the court and the material allegations of an involuntary petition
filed against him under the Bankruptcy Code or any other federal or
state insolvency law; or
(d) If a proceeding shall be commenced against Maker seeking
the appointment of a trustee, receiver or custodian of all or part of
Maker's property and such proceeding shall not be dismissed within two
(2) days after its commencement.
2. PREPAYMENT
This Note may be prepaid without penalty or premium at any time, in
whole or in part, upon not less than two (2) days' prior written notice.
3. MISCELLANEOUS PROVISIONS
(a) Failure to exercise Holder's rights hereunder shall not
constitute a waiver of the right to exercise same in the event of any
subsequent default.
(b) Maker and Holder hereby irrevocably submit to the personal
jurisdiction of any state or Federal court sitting in the State of New
York over any suit, action or proceeding arising out of or relating to
this Note. Maker and Holder hereby irrevocably waive to the fullest
extent permitted by applicable law any objection which they have or
hereafter have to laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in an
inconvenient forum. Maker and Holder hereby agree to submit to the
exclusive jurisdiction of the courts of the state of New York for the
purpose of resolving any action or claim arising out of the performance
of the provisions of this Note.
(c) Maker expressly waives any right to a trial by jury in any
action to enforce this Note. Maker also waives the right to interpose
in any proceeding to collect this Note, any set-off, affirmative
defense or counterclaim of any nature except those asserted in good
faith that specifically arise under this Note.
(d) This Note shall be construed in accordance with and
governed by the laws of the state of Delaware.
(e) Maker expressly waives presentment for payment, demand and
protest, notice of protest and dishonor, and all other notices in
connection with the delivery, acceptance,
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performance default or enforcement of the payment of this Note.
(f) This Note may not be modified nor shall any waiver
hereunder be effective unless in writing signed by the party against
whom the same is asserted.
IN WITNESS WHEREOF, this Note has been executed on behalf of Maker as
of the day and year first above written.
FIRST MEDICAL CORPORATION
By: /s/ Dennis A. Sokol
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Name: Dennis A. Sokol
Title: Chairman
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