PROMISSORY NOTE
$200,000.00 September 30,2004
After date, without grace, for value received, JACKSON RIVERS TECHNOLOGIES,
INC., a Nevada corporation (the "Maker") hereby promises to pay to the order of
MULTITRADE TECHNOLOGIES LLC, a limited liability company organized under the
laws of Delaware ("MTT") and JOSEPH KHAN jointly (collectively, the "Payee") the
original principal amount of TWO HUNDRED THOUSAND AND NO/100 DOLLARS
($200,000.00) with interest on the unpaid principal of this Note from the date
hereof at the rate of six percent per annum. All payments of principal and
interest hereunder are payable in lawful money of the United States of America
at ____________, or such other place as the Payee may designate in writing to
the Maker.
The principal of this Note shall be due and payable in monthly installments
of _______ per month, with the first payment being due on the _____ day of
______ , 20___ and a like payment on the same day of each month thereafter until
the whole of said principal amount has been fully paid. Interest, computed upon
the unpaid principal balance hereof, shall be due and payable monthly as it
accrues, on the same dates as, but in addition to, said installments of
principal.
Any interest on this Note shall be computed for the actual number of days
elapsed and on the basis of a year consisting of 360 days, unless the maximum
legal interest rate would thereby be exceeded, in which event, to the extent
necessary to avoid exceeding such maximum rate, interest shall be computed on
the basis of the actual number of days elapsed in the applicable calendar year
in which it accrued. It is the intention of the Maker and the Payee to conform
strictly to applicable usury laws. It is therefore agreed that (i) the aggregate
of all interest and other charges constituting interest under applicable law and
contracted for, chargeable or receivable under this Note or otherwise in
connection with this loan transaction, shall never exceed the maximum amount of
interest, nor produce a rate in excess of the maximum contract rate of interest
the Payee may charge the Maker under applicable law and in regard to which the
Maker may not successfully assert the claim or defense of usury, and (ii) if any
excess interest is provided for, it shall be deemed a mistake and the same shall
be refunded to the Maker or credited on the unpaid principal balance hereof and
this Note shall be automatically deemed reformed so as to permit only the
collection of the maximum legal contract rate and amount of interest.
This Note may be prepaid in whole or in part at any time without premium or
penalty by the Maker. Prepayments shall be applied to installments of principal
in the inverse order of maturity so that they will pay the last maturing
principal installments first, and these payments will not reduce the amount or
time of payment of the remaining installments. Any interest on any prepaid
installment of principal shall immediately cease to accrue.
Except as provided herein, the Maker and each surety, endorser, and
guarantor waives all demands for payment, presentations for payment, notices of
intention to accelerate maturity, notices of acceleration of maturity, protests,
notices of protest, grace, and diligence in the collection of this Note, and in
filing suit hereon, and agrees that its liability for the payment hereof shall
not be affected or impaired by any release or change in the security or by any
extension or extensions of time of payment.
Any check, draft, money order or other instrument given in payment of all
or any portion of this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute payment hereunder or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to the indebtedness as herein provided.
In the event of default in the payment of this Note or under any instrument
executed in connection with this Note, the Maker agrees to pay on demand all
costs incurred by the Payee (i) in the collection of any sums, including, but
not limited to, principal, interest, expenses, and reimbursements due and
payable on this Note, and (ii) in the enforcement of the other terms and
provisions of this Note or any instrument securing payment of this Note, whether
such collection or enforcement be accomplished by suit or otherwise, including
the Payee's reasonable attorney's fees.
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It is agreed that time is of the essence of this Note, and upon the failure
of the Maker to cure an event of default in the payment of any fixed monthly
payment when due hereunder within 30 days after receipt of notice from the Payee
or other holder of such failure, or upon the failure of the Maker to cure any
event of default within 30 days after receipt of notice from the Payee or other
holder of such failure, the Payee may declare the whole sum of the principal of
this Note remaining at the time unpaid, together with the accrued interest,
charges, and, to the extent permitted under applicable law, costs and reasonable
attorney's fees incurred by the Payee in collecting or enforcing the payment
thereof, immediately due and payable without further notice, and failure to
exercise said option shall not constitute a waiver on the part of the Payee of
the right to exercise the same at any other time.
If this Note is not paid at maturity, however maturity may be brought
about, all principal and interest due on the date of such maturity shall bear
interest from the date of such maturity at the maximum contract rate of interest
which the Payee may charge the Maker under applicable law.
Any check, draft, money order or other instrument given in payment of all
or any portion of this Note may be accepted by the Payee or any other holder
hereof and handled in collection in the customary manner, but the same shall not
constitute payment hereunder or diminish any rights of the Payee or any other
holder hereof, except to the extent that actual cash proceeds of such instrument
are unconditionally received by the Payee or any other holder hereof and applied
to the indebtedness as herein provided.
This Note is expressly subject to and governed by all of the terms and
conditions contained in that certain Technology License Agreement by and between
Multitrade Technologies LLC, The Jackson Rivers Company and Jackson Rivers
Technologies, Inc., dated 23rd day of June, 2004, with the Effective Date of
February 24, 2004. In the event of any conflict between the terms of this Note
and the Technology License Agreement, the terms of the Technology License
Agreement shall control.
This Note shall be governed by and construed in accordance with the laws of
the State of New York and applicable federal law.
JACKSON RIVERS TECHNOLOGIES, INC.
By
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Dennis N. Lauzon, President
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