EXHIBIT 99.1
AMERIMMUNE PHARMACEUTICALS INC.
PROMISSORY NOTE
$200,000 June 1, 2002
1. PROMISE TO PAY. FOR VALUE RECEIVED, Amerimmune Pharmaceuticals Inc.
("Borrower") promises to pay Maya LLC ("Lender"), or order, in lawful
money of the United States of America in immediately available funds, the
principal amount of Two Hundred Thousand Dollars ($200,000) ("Principal
Amount") or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance from the date of this note, until
paid, at the rate of ten percent (10%) per annum until this note is
repaid in full or maturity, whichever occurs first. The entire
indebtedness evidenced by this note shall be due and payable on November
30, 2002 ("Maturity Date"); unless, at the Lender's option, the
Conversion provision described hereunder is exercised. Interest on this
note is computed on a 365/360 simple interest basis; that is, by applying
the ratio of the annual interest rate over a year of 360 days, times the
outstanding principal balance, times the actual number of days the
principal balance is outstanding. At no time shall the interest rate
hereunder exceed the legal rate of interest permitted to be charged by
law. In the event any law precludes Lender from charging the interest
rate otherwise permitted hereunder, the rate of interest hereunder for
the period during which such rate is unlawful shall be the highest rate
permitted by law. The rate of interest hereunder shall immediately
increase to the rate permitted hereunder as soon as permitted by law.
Any interest that would otherwise have become due but for the application
of any law shall, to the extent legally permitted, be paid to Lender at
the time for payment of the Principal Amount, so that the interest
otherwise due to Lender hereunder, but not permitted by law, shall be
fully paid to Lender by maturity. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid
collection costs and late charges.
2. CONVERSION RIGHTS. At any time, Holder may elect, in lieu of
accepting the payment of this Note in cash, to have all (but not less
than all) of the principal and interest then outstanding on this Note
applied to the purchase of shares of Common Stock of the Company at the
Conversion Price hereinafter defined, all shares to be fully paid and
non-assessable when issued. To elect to convert this Note to shares,
Holder shall give written notice thereof to the Company at any time prior
to the Maturity Date or, upon the Company's tender of all principal and
interest outstanding on the Note.
3. CONVERSION SHARES. If Holder duly elects to convert this Note to
Common Stock, the number of shares purchasable in lieu of receiving all
principal and interest outstanding on the Note shall be determined by
dividing $200,000 by $0.10/share. The Conversion Price shall be adjusted
appropriately in the event of a stock dividend, stock split or
reclassification of shares to reflect and account for any resultant
change in the value of individual outstanding shares.
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4. PREPAYMENT. Borrower may prepay this Note at any time in whole
or in part without penalty. Upon each such prepayment, Borrower shall
also pay all accrued interest on the unpaid principal amount.
5. DEFAULT. Borrower will be in default if any of the following
happens: (a) Borrower fails to make any payment when due; (b) Borrower
breaks any promise Borrower has made to Lender, or Borrower fails to
perform promptly at the time and strictly in the manner provided in this
note or any agreement related to this note, or in any other agreement or
loan Borrower has with Lender; (c) Any representation or statement made
or furnished to Lender by Borrower or on Borrower's behalf is false or
misleading in any material respect; (d) A receiver is appointed for any
part of Borrower's property, Borrower makes an assignment for the benefit
of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws; or (e) Any
creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest.
6. LENDER'S RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance on this note and all accrued unpaid interest
immediately due, without notice, and then Borrower must pay that amount.
Upon default hereunder, at the option of Lender, all amounts then unpaid
hereunder shall bear interest from the date of default until such default
is cured at a default rate equal to five percent (5%) above the interest
rate set forth above and shall be immediately due and payable. Lender
may hire or pay someone else to help collect this note if Borrower does
not pay. Borrower also must pay Lender the costs incurred in connection
with such collection. This includes, subject to any limits under
applicable law, Lender's attorneys' fees and legal expenses whether or
not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.
7. PRESENTMENT. Presentment, notice of dishonor, and protest are
hereby waived by all makers, sureties, guarantors, and endorsers hereof.
This note shall be the joint and several obligation of all makers,
sureties, guarantors, and endorsers, and shall be binding upon them and
their guarantors and endorsers, and shall be binding upon them and their
successors and assigns. Every person at any time liable for the debt
evidenced by this note consents that the Lender or holder may modify the
terms of payment or any part of the whole at any time at the request of
any person now or hereafter liable for payment.
8. NOTICE. Any notice to Borrower provided for in this note shall
be given by mailing such notice by certified mail addressed to Borrower
at the Borrower's principal place of business, 920 Hampshire Road, Ste.
A-40, Westlake Village, CA 91361 or to such other address as Borrower
may designate by notice to the note holder. Any notice to the Lender
shall be given by mailing such notice by certified mail, return receipt
requested, to the Lender at 2325-A Renaissance Drive, Las Vegas, NV
89119, or at such other address as may have been designated by notice to
Borrower.
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9. GOVERNING LAW. This note shall be governed by and construed in
accordance with the laws of the State of Nevada and the applicable laws
of the United States of America. This note has been entered into in Las
Vegas, Nevada, and it shall be performable for all purposes in Las Vegas,
Nevada. Any action or proceeding against Borrower under or in connection
with this note may be brought in any state or federal court in Las Vegas,
Nevada. The Borrower hereby irrevocably (i) submits to the exclusive
jurisdiction of such courts, and (ii) waives any objection it may now or
hereafter have as to the venue of any such action or proceeding brought
in any such court or that any such court is an inconvenient forum.
Borrower agrees that service of process upon it may be made by certified
or registered mail, return receipt requested, at its address specified
above. Nothing herein or in the Stock Pledge Agreement shall affect the
right of Lender to serve process in any other manner permitted by law or
shall limit the right of Lender to bring any action or proceeding against
Borrower or with respect to any of its property in courts in other
jurisdictions. Any action or proceeding by Borrower against Lender shall
be brought only in a court located in Las Vegas, Nevada.
10. GENERAL PROVISIONS. Lender may delay or forego enforcing any
of its rights or remedies under this note without losing them. The
acceptance of any payment hereunder that is less than payment of all
amounts then due and payable shall not constitute a waiver of any of the
rights or options of Lender or of the exercise of those rights and
options at the time of such acceptance or at any subsequent time.
Borrower and any other person who signs, guarantees or endorses this
note, to the extent allowed by law, waive presentment, demand for
payment, protest and notice of dishonor. Upon any change in the terms of
this note, and unless otherwise expressly stated in writing, no party who
signs this note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that
Lender may renew, extend (repeatedly and for any length of time) or
modify this loan, or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest in the
collateral; and take any other action deemed necessary by Lender without
the consent of or notice to anyone.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A
COMPLETED COPY OF THE NOTE.
BORROWER:
AMERIMMUNE PHARMACEUTICALS INC.
By _________________________
O.B. Parish
Its_________________________
Chairman
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