PROMISSORY NOTE
$400,000.00 January 8, 1998
FOR VALUE RECEIVED, WORLD WIRELESS COMMUNICATIONS, INC. (the
"Maker"), a Nevada corporation, with a business office located at 150 Wright
Brothers Drive, Suite 670, Set Lake City, Utah 84116, hereby promises to pay to
the order of Tiverton Holdings Ltd., a Nevis corporation, (the "Payee"),
residing at (or with a business office located at) Thunstrasse 73, CH-3000, Bern
16, Switzerland, the principal sum of Four Hundred Thousand Dollars ($400,000),
together with Interest on the principal amount outstanding from the date hereof
until payment in full.
The principal amount of this Note together with all interest then
accrued shall be payable on September 30, 1998, (the "Due Date"). Interest on
outstanding principal shall accrue at the rats of 10% per annum from the date
hereof and shall be paid on the Due Date. All interest shall be calculated on
the basis of a 365 day year, counting the actual number of days elapsed from the
date of this Note to the Due Date. Interest on any overdue payments of principal
and interest due hereunder shall accrue and be payable at the rate of twelve
(12%) percent per annum, based on the actual number of days elapsed from the
date such principal or interest payment was due to the date of actual payment.
The principal of this Note may be prepaid in whole or in part,
without premium or penalty, at any time.
All principal and interest payments hereunder are payable in lawful
money of the United States of America to the Payee at the address first shown
above, or at such other address as may be directed by Payee, in immediately
available funds.
The Maker hereby waives presentment, demand, dishonor, protest,
notice of protest, diligence and any other notice or action otherwise required
to be given or taken under the law in connection with the delivery, acceptance,
performance, default, enforcement or collection of this Note, and expressly
agrees that this Note, or any payment hereunder, may be extended, modified or
subordinated (by forbearance or otherwise) from time to time, without in any way
affecting the liability of the Maker.
In the event that (a) the Maker shall fail to pay when due, any
payment of principal or interest due hereunder and such failure to pay its not
cured within ten (10) days of the date such payment was due, or (b) if the Maker
shall (i) make a general assignment for the benefit of creditors; (ii) be
adjudicated a bankrupt or insolvent; (iii) file a voluntary petition in
bankruptcy; (iv) take advantage of any bankruptcy or insolvency law or statute
of the United States of America or any state or jurisdiction thereof now or
hereafter in effect; (v) have a petition or proceeding filed against the Maker
under any bankruptcy or insolvency law or statute of the United States of
America or any state or
jurisdiction thereof, which petition or proceeding is not dismissed within
forty-five (45) days from the date of commencement thereof; or (vi) or have a
receiver, trustee, custodian, conservator or other person appointed by any court
to take charge of the Maker's affairs, assets or business and such appointment
is not vacated or discharged within forty-five (45) days thereafter, then, and
upon the happening of any such event, the Payee, at Payee's option, by written
notice to the maker, may declare the entire indebtedness evidenced by this Note
immediately due and payable, whereupon the same shall forthwith mature and
become immediately due and payable without presentment, demand, protest or
further notice.
In the event that Maker shall fail to pay when due any principal or
interest payment and the Payee shall exercise or endeavor to exercise any of its
remedies hereunder, the Maker shall pay all reasonable costs and expenses
incurred in connection therewith including, without limitation, reasonable
attorneys' fees, and the Payee may take judgment for all such amounts in
addition to all other sums due hereunder.
No consent or waiver by the Payee with respect to any action or
failure to act by Maker which, without such consent or waiver, would constitute
a breach of any provision of this Note shall be valid and binding unless in
writing and signed by the Payee.
All agreements between the Maker and the Payee are expressly
limited to provide that in no contingency or event whatsoever, whether by reason
of acceleration of maturity of the indebtedness evidenced hereby or otherwise,
shall the amount paid or agreed to be paid to the Payee for the use, forbearance
or detention of the indebtedness evidenced hereby exceed the maximum amount
which the Payee is permitted to receive under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision hereof, at the time
performance of such provision shall be due, shall involve transcending the limit
of validity prescribed by law, then, without the necessity of any action by
Payee or Maker, the obligation to be fulfilled shall automatically be reduced to
the limit of such validity, and if from any circumstance the Payee should ever
receive as interest an amount which would exceed the highest lawful rate, such
amount which would be excessive interest shall be applied to the reduction of
the principal balance hereof, and not to the payment of interest. As used
herein, the term "applicable law" shall mean the law in affect as of the date
hereof, provided, however, that in the event there is a change in the law which
results in a higher permissible rate of interest, then this Note shall be
governed by such new law as of its effective date. This provision shall control
every other provision of all agreements between the Maker and the Payee.
This Note shall be governed by and construed in accordance with the
laws of the State of Nevada, except to the extent that such laws are superseded
by Federal enactments.
If any covenant or other provision of the Note is invalid, illegal,
or incapable of being enforced by reason of any rule of law or public policy,
all other covenants and provisions of the Note shall nevertheless remain in full
force and effect, and no covenant or provision shall be deemed dependent upon
any other covenant or provision.
IN WITNESS WHEREOF, the Maker, by its duly authorized officer, has
executed this Note as of the date first above written.
WORLD WIRELESS COMMUNICATIONS,
INC.
By:______________________________
David Singer, President
PROMISSORY NOTE
$400,000.00 January 8, 1998
FOR VALUE RECEIVED, WORLD WIRELESS COMMUNICATIONS, INC. (the
"Maker"), a Nevada corporation, with a business office located at 150 Wright
Brothers Drive, Suite 570, Salt Lake City, Utah 84116, hereby promises to pay to
the order of Tiverton Holdings Ltd., a Nevis corporation, (the "Payee"),
residing at (or with a business office located at) Thunstrasse 73, CH-3000, Bern
16, Switzerland, the principal sum of Four Hundred Thousand Dollars ($400,000),
together with interest on the principal amount outstanding from the date hereof
until payment in full.
The principal amount of this Note together with all interest then
accrued shall be payable on September 30, 1998, (the "Due Date"). Interest on
outstanding principal shall accrue at the rate of 10% per annum from the date
hereof and shall be paid on the Due Date. All interest shall be calculated on
the basis of a 365 day year, counting the actual number of days elapsed from the
date of this Note to the Due Date. Interest on any overdue payments of principal
and interest due hereunder shall accrue and be payable at the rate of twelve
(12%) percent per annum, based an the actual number of days elapsed from the
date such principal or interest payment was due to the date of actual payment.
The principal of this Note may be prepaid in whole or in part,
without premium or penalty, at any time.
All principal and interest payments hereunder are payable in lawful
money of the United States of America to the Payee at the address first shown
above, or at such other address as may be directed by Payee, in immediately
available funds.
The Maker hereby waives presentment, demand, dishonor, protest,
notice of protest, diligence and any other notice or action otherwise required
to be given or taken under the law in connection with the delivery, acceptance,
performance, default, enforcement or collection of this Note, and expressly
agrees that this Note, or any payment hereunder, may be extended, modified or
subordinated (by forbearance or otherwise) from time to time, without in any way
affecting the liability of the Maker.
In the event that (a) the Maker shall fail to pay when due, any
payment of principal or interest due hereunder and such failure to pay is not
cured within ten (10) days of the date such payment was due, or (b) if the Maker
shall (i) make a general assignment for the benefit of creditors; (ii) be
adjudicated a bankrupt or insolvent; (iii) file a voluntary petition in
bankruptcy; (iv) take advantage of any bankruptcy or insolvency law or statute
of the United States of America or any state or jurisdiction thereof now or
hereafter in effect; (v) have a petition or proceeding filed against the Maker
under any bankruptcy or insolvency law or statute of the United States of
America or any state or
jurisdiction thereof, which petition or proceeding is not dismissed within
forty-five (45) days from the date of commencement thereof, or (vi) or have a
receiver, trustee, custodian, conservator or other person appointed by any court
to take charge of the Maker's affairs, assets or business and such appointment
is not vacated or discharged within forty-five (45) days thereafter; then, and
upon the happening of any such event, the Payee, at Payee's option, by written
notice to the maker, may declare the entire indebtedness evidenced by this Note
immediately due and payable, whereupon the same shall forthwith mature and
become immediately due and payable without presentment, demand, protest or
further notice.
In the event that Maker shall fail to pay when due any principal or
interest payment, and the Payee shall exercise or endeavor to exercise any of
its remedies hereunder, the Maker shall pay all reasonable costs and expenses
incurred in connection therewith including, without limitation, reasonable
attorneys' fees, and the Payee may take judgment for all such amounts in
addition to all other sums due hereunder.
No consent or waiver by the Payee with respect to any action or
failure to act by Maker which, without such consent or waiver, would constitute
a breach of any provision of this Note shall be valid and binding unless in
writing and signed by the Payee.
All agreements between the Maker and the Payee are expressly
limited to provide that in no contingency or event whatsoever, whether by reason
of acceleration of maturity of the indebtedness evidenced hereby or otherwise,
shall the amount paid or agreed to be paid to the Payee for the use, forbearance
or detention of the indebtedness evidenced hereby exceed the maximum amount
which the Payee is permitted to receive under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision hereof, at the time
performance of such provision shall be due, shall involve transcending the limit
of validity prescribed by law, then, without the necessity of any action by
Payee or Maker, the obligation to be fulfilled shall automatically be reduced to
the limit of such validity, and if from any circumstance the Payee should ever
receive as interest an amount which would exceed the highest lawful rate, such
amount which would be excessive interest shall be applied to the reduction of
the principal balance hereof, and not to the payment of interest. As used
herein, the term "applicable law" shall mean the law in affect as of the date
hereof, provided, however, that in the event there is a change in the law which
results in a higher permissible rate of interest, then this Note shall be
governed by such new law as of its effective date. This provision shall control
every other provision of all agreements between the Maker and the Payee.
This Note shall be governed by and construed in accordance with the
laws of the State of Nevada, except to the extent that such laws are superseded
by Federal enactments.
If any covenant or other provision of the Note is invalid, illegal,
or incapable of being enforced by reason of any rule of law or public policy,
all other covenants and provisions of the Note shall nevertheless remain in full
force and effect, and no covenant or provision shall be deemed dependent upon
any other covenant or provision.
IN WITNESS WHEREOF, the Maker, by its duly authorized officer, has
executed this Note as of the date first above written.
WORLD WIRELESS COMMUNICATIONS,
INC.
By:_________________________________
David Singer, President