Exhibit 10.17
Promissory Note
This note made this 31 day of January, 2001, by and between Aarica Holdings,
Inc.
(hereafter referred to as Borrower), and Madison & Wall Worldwide, Inc.
(hereafter referred to as Lender), is for the purpose of Lender providing an
unsecured loan to Borrower, subject to the terms and conditions contained
herein. The parties acknowledge that all subsidiaries and affiliates of Aarica
Holdings, Inc. shall be included in the definition of Borrower. Borrower
acknowledges that all necessary corporate approvals have been given, and that
this is a valid and binding debt of Borrower.
1. Loan Amount
The principal amount of the loan shall be Eighty Five thousand Dollars
($85,000).
2. Loan Term
The principal amount of the loan, along with any applicable interest shall be
due June 30, 2001 subject to any acceleration conditions described herein.
Borrower may repay the entire balance due at any time without penalties
applying.
3. Interest Rate
This shall be a zero (0) interest loan during the note period, and interest
shall only apply if the note is not repaid according to the repayment guidelines
described herein.
4. Collateral and Guarantee
This is an unsecured loan.
5. Default
The following shall be conditions of default, any off which shall cause said
note to immediately de due in full:
A. The Borrower violates any condition of this Note
B. The Borrower files for bankruptcy protection or any affiliate and/or
subsidiary or Borrower files for bankruptcy protection.
6. Remedies of Lender
In the event of a default, Lender may, but is not obligated to demand immediate
and full payment of any outstanding balance owed Lender by Borrower. Borrower
expressly waives any notice requirements due from Lender, and Lender may proceed
directly to litigation, at the discretion of Lender. Upon default, interest
shall begin accruing at the rate of 18 percent (18%) per annum. In addition,,
Lender may automatically convert any or all of the outstanding balance due under
this note into shares of common stock of Aarica Holdings, Inc. at a price of
$2.00 per share. In the event of such conversion, Lender shall have all
registration rights and preemptive rights as provided in any other option
agreements between Borrower and Continental Capital & Equity Corporation and/or
Madison & Wall Worldwide, Inc. The parties acknowledge that this Note was
entered into after the Stock Option Agreement dated January 18, 2001 between the
parties and that the parties desire for Lender to not immediately exercise
options at $2.00 per share but rather to loan funds from the sale of said 10,000
shares of common stock (which resulted in proceeds of $85,000 to Lender). The
parties further acknowledge that the exercise of such options at $2.00 per share
shall come from existing options granted to Lender rather than new options at
$2.00 per share being issued. Borrower shall have the right at any time prior to
maturity date to call this Note for redemption though the exercise of herein
described options held by Lender.
7. Court Costs and Jurisdiction
Seminole County, Florida shall be the site of any litigation pertaining to this
agreement. Borrower hereby agrees to pay any court costs, reasonable attorney
fees, and all other costs incurred by Lender in procuring repayment for this
Note. This agreement will be interpreted according to the laws of the State of
Florida.
8. Binding Contract
In the event any clause or condition herein is found to be unlawful, such
finding shall not impact the other conditions and terms herein. This contract
shall be binding on the all heirs, representatives, successors and assigns.
10. Assignment
Borrower may not assign this Note to any party without the prior written consent
of Lender. Lender may freely assign this note at Lender's discretion.
________Carol Kolozs, President___________ _________Jim Schnorf______
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Borrower Lender
By: Jim Schnorf
Its: Chief Financial Officer