MANSUR INDUSTRIES INC.
PROMISSORY NOTE
DUE SEPTEMBER 4, 1997
$50,000.00 September 10, 1996
Miami, Florida
FOR VALUE RECEIVED, MANSUR INDUSTRIES, INC., a Florida corporation with
its principal executive offices at 8425 SW 129th Terrace, Miami, Florida 33156
(the "Company"), promises to pay to the order of PAUL L. SAMY, JOHANNA M. SAMY,
LYSIANE M. SAMY, CLAUDIA J. SAMY AND MARLON E. SAMY AS JOINT TENANTS WITH RIGHT
OF SURVIVORSHIP residents of the Dutch Caribbean ("Holder") at the principal
office of the Holder located at Torricellistraat No. 1, Oranjestad, Aruba, Dutch
Caribbean or such other place as the Holder shall designate, on the 4th day of
September, 1997 (the "Maturity Date"), in lawful money of the United States of
America, the principal sum of Fifty Thousand Dollars ($50,000.00) or, if less,
the principal amount of all Advances, as hereinafter defined, made by the Holder
pursuant to the Agreement, as hereinafter defined, as shown on Schedule I
attached hereto. This Note evidences a loan under, and the Holder is entitled to
the benefits of, a Loan Agreement, dated as of the date hereof between the
Company and the Holder (the "Agreement"). The Agreement among other things
contains provisions pursuant to which the Company may receive loans of up to the
principal amount hereof (the "Advances"), as well as additional provisions with
respect to the acceleration of the maturity of this Note upon the happening of
certain stated events and for prepayment of this Note prior to the Maturity
Date.
1. INTEREST
The Company agrees to pay interest (computed on the basis of
actual days elapsed and a 360-day year) in respect of the period commencing on
the date of each Advance and until such Advance is paid in full, on the unpaid
principal balance from time to time outstanding at the rate provided herein (as
such term is defined below, the "Rate"), in respect of the period commencing on
the date of each Advance and until such Advance is paid in full, with payments
of interest on any principal amount outstanding accrued and paid on the Maturity
Date. From the date hereof until September 30, 1996, the Rate shall be four
percent (4%) per annum. From and after October 1, 1996, the Rate shall be twelve
percent (12%) per annum.
2. VOLUNTARY PREPAYMENT
A. (i) At any time, the Company may prepay this
Note in whole but not in part at a price equal to the outstanding principal
amount of all Advances, with interest thereon accrued to the date of such
prepayment (such aggregate payment is referred to herein as the "Prepayment
Price").
(ii) The Company shall give the Holder at least
fifteen (15) days written notice (the "Prepayment Period") of the date of
prepayment (the "Prepayment Date") pursuant to Section 2.A(i), and calling upon
the Holder to surrender to the Company, in the manner and at the place
designated in the notice, the Note. Upon such surrender, the Prepayment Price of
the Note shall be payable to the Holder thereof.
B. Upon the giving of notice of prepayment pursuant to Section
2.A(ii), this Note shall on the Prepayment Date specified in such notice become
due and payable; and from and after the Prepayment Date so specified (unless the
Company shall default in making such prepayment) interest on this Note shall
cease to accrue and, on presentation and surrender hereof to the Company for
cancellation, this Note shall be prepaid by the Company at the Prepayment Price
set forth in Section 2.A.
3. ACCELERATION OF MATURITY DATE
If at any time prior to September 4, 1997, the Company
consummates an initial public offering (an "Initial Public Offering") of shares
of its common stock, which offering is registered pursuant to the Securities Act
of 1933, as amended, then the principal amount of all Advances shall be due and
payable upon the consummation of the Initial Public Offering.
4. MISCELLANEOUS
A. In the event of default (i) in the payment by the Company
of any amount payable hereon when due; or (ii) by the Company under any term or
provision of the Agreement, the outstanding principal amount hereof and accrued
interest hereon shall become immediately due and payable and simple interest
shall accrue on the outstanding principal amount hereof from the date of such
default until the date such outstanding principal amount shall be paid in full
at the highest rate permissible under law.
B. In the event of any such default, then, in any such event
the
Company shall pay reasonable costs and expenses of collection of this Note,
including without limitation reasonable attorneys' fees, costs and expenses,
paid or incurred by the Holder, whether paid or incurred in connection with
collection by suit or otherwise.
C. The waiver by the Holder of the Company's prompt and
complete performance of, or default under, any provision of this Note shall not
operate nor be construed as a waiver of any subsequent breach or default and the
failure by the Holder to exercise any right or remedy which it may possess
hereunder shall not operate nor be construed as a bar to the exercise of any
such right or remedy upon the occurrence of any subsequent breach or default.
D. This Note may not be modified or amended, except
by a written instrument executed by the Company and the Holder.
E. This Note is transferable only on the books of the Company
by the Holder hereof, in person or by his attorney, on the surrender hereof,
duly endorsed. Communications sent to any registered owner shall be effective as
against all holders or transferees of the Note not registered at the time of
sending the communication.
F. Payments of interest shall be made as specified above to
the registered owner of this Note. Payment of principal shall be made to the
registered owner of this Note upon presentation of this Note upon or after
maturity. No interest shall be due on this Note for such period of time that may
elapse between the Maturity Date and its presentation for payment.
G. This Note shall be construed and enforced in accordance
with the laws of the State of Florida. The Company and the Holder agree that any
action or proceeding in connection with this Note shall be brought exclusively
in the Circuit Court of the State of Florida in and for Dade County or in the
United States District Court for the Southern District of Florida, the Company
and the Holder hereby consenting to the jurisdiction thereof Service of process
may be made upon the Company and the Holder by mailing a copy thereof to the
party being served, by certified or registered mail at its address to be used
for the giving of notices under this Note.
H. All notices required hereunder shall be in writing and
shall be deemed given when telegraphed, delivered personally or within two days
after mailing when mailed by certified or registered mail return receipt
requested, to the Company or Holder, as the case may be, for whom such notice is
intended, in the case of the Company at 8425 SW 129th Terrace, Miami, Florida
33156, or in the case of the Holder, at such Holder's registered address as set
forth on the books of the Company, at the address or when delivered to, or at
such other address of which the Company or Holder has been advised by notice
hereunder.
IN WITNESS WHEREOF, MANSUR INDUSTRIES INC. has caused this Note to be
signed in its name by Chief Executive Officer.
MANSUR INDUSTRIES INC.
By: /s/ Paul I. Mansur
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Paul I. Mansur, Chief Executive Officer
SCHEDULE I
ADVANCE AND PREPAYMENT SCHEDULE
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Amount of Total
Amount of Interest Advances Notation
DATE Advance Payment Made Made by
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