$43,112.50 DATE: December 31, 1996
PHOENIX, ARIZONA
PROMISSORY NOTE
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FOR VALUE RECEIVED, the undersigned Colin A. Jones ("Maker") promises
and agrees to pay to the order of Premium Cigars International, Ltd., an Arizona
corporation ("Payee"), at the mailing address of Payee, or at such other place
as the holder hereof may from time to time designate, the principal sum of FORTY
THREE THOUSAND ONE HUNDRED TWELVE AND 50/100 DOLLARS ($43,112.50), together with
interest (defined herein) in lawful money of the United States, on the unpaid
amount of said sum at the Interest Rate (as defined herein) or the Default Rate
(as defined herein), whichever is applicable.
1. Payments and Interest Rate
a. Commencing on the date hereof, the unpaid balance of this
Promissory Note ("Note"), shall accrue interest ("Interest") at the rate
("Interest Rate") of six percent (6.0%) per annum. All unpaid interest and
principal shall be due and payable on or before March 31, 1999.
b. During any event of default as defined herein, the Interest
Rate shall be twelve percent (12.0%) per annum ("Default Rate"). Interest shall
accrue at the Default Rate on the unpaid principal balance immediately upon any
Event of Default without notice to Maker. The existence or occurrence of either
one or both of the following events shall constitute an event of default ("Event
of Default") shall be defined as the failure by Maker to make any payment of
principal or interest or late charges due under this Note in accordance with the
terms of this Note. Upon the occurrence of an Event of Default, the Payee shall
have the right to declare the remaining balance of this Note immediately due and
payable and the Payee shall have and may exercise any and all rights and
remedies available at law or in equity and also any and all rights and remedies
provided in any security for this Note.
2. Prepayment. The Maker may prepay any portion of the remaining
balance of this Note at any time without penalty. Any partial prepayment shall
not postpone the due date of any subsequent payments or change the amount of
such payments unless the Payee agrees otherwise in writing.
3. Attorneys' Fees. Maker, endorsers, guarantors, sureties,
accommodation parties hereof, and all other persons liable or to become liable
on this Note, jointly and severally agree to pay all fees and costs incurred in
connection with the collection of the amounts due and owing under this Note,
including attorneys' fees and all costs.
4. Governing Law and Severability. This Note is made pursuant to, and
shall be construed and governed by, the laws of the State of Arizona and Maker
irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
courts of Maricopa County, State of Arizona and all courts competent to hear
appeals therefrom. If any provision of this Note is construed or interpreted by
a court of competent jurisdiction to be void, invalid or
unenforceable, such decision shall affect only those provisions so construed or
interpreted and shall not affect the remaining provisions of the Note.
5. Time of Essence. Time is of the essence of this Note.
6. Notices. All notices under this Note shall be in writing and shall
be deemed delivered upon personal delivery to the authorized representatives of
either party or three days after being sent by certified mail (registered mail
if to an address outside of the United States), return receipt requested,
postage prepaid, addressed to the respective parties at the addresses set forth
below.
7. Waiver. Maker for himself and for his successors, transferees and
assigns, hereby waives presentment and demand for payment, protest, notice of
protest and nonpayment, dishonor and notice of dishonor, bringing of suit, lack
of diligence or delays in collection or enforcement of this Note and notice of
the intention to accelerate, the release of any party liable, the release of any
security for the debt, the taking of any additional security and any other
indulgence or forbearance. Maker agrees that this Note and any or all payments
coming due hereunder may be extended or renewed from time to time without in any
way affecting or diminishing Maker's liability under this Note.
IN WITNESS WHEREOF, Maker has executed this Note as of the date set
forth above.
"PAYEE" "MAKER"
PREMIUM CIGARS INTERNATIONAL, LTD.
an Arizona corporation
/s/ Colin A. Jones
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Colin A. Jones
Address: Address:
4440 East Cortez
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Scottsdale Arizona
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