LINE OF CREDIT
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Amount: $ 1,000,000.00 [One Million]
Dated: April 3, 2000
FOR VALUE RECEIVED, Telesoft Corp ("Maker") promises to repay to
- -------. ("Holder") the principal advances received plus interest at the rate
of ten percent per annum, in United States currency, payable as follows:
1. Principal and interest shall be all due and payable on or before April
30, 2001.
Interest shall accrue from the date hereof at the rate of ten percent (10%)
per annum and is due monthly.
2. This Line of Credit is due and payable on or before April 30, 2001. If
payment is not made by this date, this Line of Credit will be considered in
default by Holder, without notice to Maker. Interest will begin to accrue on
the defaulted Note at the rate of fifteen percent (15%) per annum, and will
continue to accrue until such time that the Line of Credit is paid in full.
3. This Line of Credit is secured by the Maker's accounts receivable.
Should the Maker enter into a financing agreement from a non-affiliate, the
Holder shall take a subordinate position in this security.
4. Holder, at Holder's option, may declare all sums of principal and
interest outstanding hereunder, and any and all late charges and costs, to be
immediately due and payable without presentment, demand, protest or notice of
dishonor, all of which are expressly waived by Maker in the event that:
a) Maker defaults in the performance of, or otherwise fails to comply with
any provision of this Line of Credit.
b) All payments due in accordance with this Line of Credit shall be made
in lawful money of the United States.
5. Maker agrees promptly to execute and deliver to Holder such documents
as may be reasonably requested by Holder in order to effectuate Holder's
assignment and transfer of this Line of Credit to any third party, and such
other documentation as Holder may reasonably deem appropriate to perfect,
secure and/or transfer to such third party all or any portion of the rights
and interest being granted to Holder hereunder. Upon such assignment, the name
and address of such assignee shall be recorded in the records of Maker, and
such assignee shall therefore be, and be deemed for all purposes to be, the
Holder of this Line of Credit.
6. In the event this Line of Credit is placed in the hands of an attorney
to enforce any or all rights that Holder may have hereunder, including but not
limited to the rights to payment and accelerated payment, or to execute Or
foreclose upon any property of Maker to collect upon this Line of Credit,
Maker agrees to pay on demand, all reasonable attorney fees and other
Expenses, including cost of collection and enforcement, which Holder may Incur
in collecting or enforcing the terms of this Line of Credit.
7. This Line of Credit may not be changed, amended, modified, extended,
cancelled or terminated, except in writing signed by Holder. Any delay or
failure by Holder to exercise any power or right shall not operate as a waiver
thereof, nor shall a partial exercise preclude full exercise thereof. The
failure to exercise any power or rights shall not subject Holder to any
liability to any Person or entity whatsoever. The waiver by Holder of any
obligation by Maker on any one occasion shall not constitute, or be construed
as, a bar or waiver of such obligation or other obligation on any future
occasion. Time is of the essence in this Line of Credit and every provision
contained herein.
8. If any provision of this Line of Credit shall, for any reason, be held
to be invalid or unenforceable, in any proceeding in any jurisdiction in which
it is sought to be enforced, such invalidity or unenforceability shall not
effect any other provisions hereof, and this Line of Credit shall be
construed, for the purposes of such proceeding, as if such invalid or
unenforceable provision were omitted.
9. The provisions of this Line of Credit shall be binding upon Holder and
Maker and upon each of their respective heirs, administrators, successors, and
assigns. This Line of Credit may be transferred, sold, conveyed or assigned by
Holder, and its successors and assigns at any time, and without any
requirement for consent by Maker. Notice shall be provided to Maker within
five (5) days of a transfer, sale, conveyance, or assignment of this Line of
Credit. Maker shall not transfer, sell, convey or otherwise assign any of its
rights and obligations hereunder without the express written consent of
Holder.
10. All notices required, appropriate or necessary under the provisions of
this Line of Credit, shall be sent to Holder or Makers as the case may be, to
the addresses set forth below. Notices to any subsequent Holder of this Line
of Credit shall be sent to the address delivered by such Holder for recording
in the records of Maker.
If to Maker:
Telesoft Corp
3443 N Central Avenue # 1800
Phoenix, AZ 85012
If to Holder:
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11. This Line of Credit shall for all purposes be governed by, construed
and Interpreted in accordance with the laws of the State of Arizona. Maker and
Holder hereby agree and understand that any litigation brought arising out of
the terms of this Line of Credit may only be brought in Maricopa County,
Arizona, and Maker waive any objection which he may have to the laying of the
venue of any such action, suit or proceeding in Maricopa County, Arizona.
IN WINTNESS WHEREOF, Maker has executed this instrument in his
respective name, and on his behalf, and has set his hand hereunto, all as of
the date first written above. This document shall have the effect of a
sealed instrument.
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Telesoft Corp ----------------
By --------------------