No. 08 $50,000.00
Navis Technologies, Ltd.
One Lawson Lane
Burlington, VT 05401
May 3, 1999
1-Year 12 Percent Convertible Debenture
Due May 3, 2000
Navis Technologies, Ltd., a Delaware corporation, (the "Corporation"),
for value received, promises to pay to Lance Murdock or assigns, the sum of
$50,000.000 on May 3, 2000 (the "due date"), together with interest accrued
thereon at the rate of 12 percent per annum, computed from May 3. 1999 (the
"issue date"). Payment of principal and interest shall be made in lawful money
of the United States of America and shall be mailed to the owner or owners
hereof at the address appearing below, unless the conversion option is exercised
as set forth below in Paragraph 2.
This Debenture is one of a duly authorized issue of the Corporation's
debentures issued in varying denominations, all of like tenor and maturity,
except variations necessary to express the number, principal amount and payee of
each debenture.
1. Equal rank. All debentures of this issue rank equally and ratably
without priority over one another.
2. Conversion. The holder or holders of this Debenture may prior to the
maturity hereof (except that, if the Corporation has called this Debenture for
redemption, the right to convert shall terminate at the close of business on the
second business day prior to the date fixed as the date for such redemption),
convert the principal amount hereof into common stock of eNote.com, Inc., a
Delaware corporation and the sole shareholder of the Corporation, upon
registration of such stock by eNote.com, Inc. The conversion shall be at the
rate of three dollars ($3.00) per share of common stock. To convert this
Debenture, the holder or holders hereof must surrender the same at the office of
the Corporation, properly completed and executed and with a written notice of
conversion.
3. Fractional shares. In lieu of issuing any fraction of a share upon
the conversion of this Debenture, the Corporation shall pay to the holder hereof
for any fraction of a share otherwise issuable upon the conversion, cash equal
to the same fraction of the then current per unit market price of the equity.
4. Redemption. The Corporation may at any time prepay in whole or in
part, the principal amount, plus accrued interest to the date of prepayment, of
all outstanding debentures of this issue.
5. Default. If any of the following events occur ("Event of Default"),
the entire unpaid principal amount of, and accrued or unpaid interest on, this
debenture shall immediately be due and payable, and the Corporation shall pay
all costs of collection, including, but not limited to, reasonable attorneys'
fees and expenses incurred by the owner(s) or its assigns on account of such
collection, whether or not suit is brought:
a. The Corporation fails to pay the principal of this Debenture
at its maturity;
b. The Corporation commence any voluntary proceeding under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
receivership, dissolution, or liquidation law or statute, or any jurisdiction,
whether now or subsequently in effect; or the Corporation is adjudicated a
bankrupt by a court of competent jurisdiction; or the Corporation petitions or
applies for, acquiesces in, or consents to, the appointment of any receiver or
trustee of the Corporation for all of its property or assets; or the Corporation
makes an assignment for the benefit of all its creditors; or the corporation
admits in writing its inability to pay its debts as they mature; or
c. here is commenced against the Corporation any proceedings
relating to the Corporation under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, receivership, dissolution, or liquidation law
or statue, of any jurisdiction, whether now or subsequently in effect, and the
proceeding remains undismissed for a period of 60 days or the Corporation by any
act indicates its consent, approval of, or acquiescence in, the proceedings; or
a receiver or trustee in appointed for the corporation or for all or
substantially all of its property or assets, and the receivership or trusteeship
remains undischarged for a period of 60 days; or a warrant of attachment
execution or similar process is issued against any substantial part of the
property or assets of the Corporation, and the warrant or similar process is not
dismissed or bonded within 60 days after the levy.
6. Registered owner. The Corporation shall treat the person or persons
whose name or names appear on this Debenture as the absolute owner or owners
hereof for the propose of receiving payment of, or on account of, the principal
and interest due on this Debenture and for all other purposes, unless and until
written notice satisfactory to the Corporation is provided by the registered
owner of assignment hereof.
7. Assignment. The owner(s) hereof may assign its rights hereunder to
any person or entity. No assignment of rights or obligations shall be effective
until delivery of written notice of such assignment is made by the assigning
party to the other party hereto.
8. Release of shareholders, officers and directors. This Debenture is
the obligation of the Corporation only, and no recourse shall be had for the
payment of any principal or interest hereon against any shareholder, officer or
director of the Corporation, either directly or through the Corporation, by
virtue of any statute for the enforcement of any assessment or otherwise. The
holder or holders of this Debenture, by the acceptance hereof, and as part of
the consideration for this Debenture, release all claims and waive all
liabilities against the foregoing persons in connecting with this Debenture.
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IN WITNESS WHEREOF, the Corporation has assigned this Debenture this 3rd
day of May, 1999.
Navis Technologies, Ltd.
/s/ John R. Varsames
---------------------------
John R. Varsames, President
REGISTERED OWNER:
Robert Francis Corvino
333 South Elm Street
Hindsdale, IL 60521
(630) 654-1697
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