Exhibit 10.20
AyurCore, Inc.
PROMISSORY NOTE
July 14, 1997
FOR VALUE RECEIVED, AyurCore, Inc., a Delaware Corporation ("Borrower"),
promises to pay to the order of Sanjeev Chitre ("Lender"), the principal amount
of $204,700, together with interest on the unpaid principal balance thereof from
the respective dates Lender loaned such amounts to the Borrower as set forth on
Schedule A attached hereto to the date such balance is paid, at the prime rate
shown in the Western Edition of the Wall Street Journal, plus 2% annum.
Interest shall be due and payable on June 30 and December 31, of each year.
Principal shall be due on demand from and after the respective maturity dates
set forth on Schedule A; provided, however, that if Borrower shall conclude a
debt or equity financing of $500,000 or more at any time after the date hereof
and prior to the date any principal amount hereunder shall otherwise become due
and payable, such unpaid principal and accrued interest hereunder shall be
payable on the fifth business day after the closing of such financing.
If any one or more of the following events ("Events of Default") shall occur:
(a) Borrower shall fail to pay any amount under this Promissory Note when the
same shall become due and payable, whether at maturity or by acceleration or
otherwise; or
(b) (i) the Borrower shall commence any action (A) under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to the Borrower or its debts or (B)
seeking appointment of a custodian, receiver or similar officer for the Borrower
or any substantial part of its property; or (ii) any action of a nature referred
to above shall be commenced against the Borrower and results in an order for
relief or is not dismissed, discharged or fully bonded within 30 days; or (iii)
there shall be commenced against the Borrower any action seeking attachment,
execution or similar process against any substantial part of the Borrower's
property, which action is not within 30 days discharged or stayed or fully
bonded; or (iv) the Borrower shall, by act or omission, indicate its consent to
or acquiescence in any of the foregoing, without regard to the grace periods set
forth above; or (v) the Borrower shall be unable, or admit in writing, inability
to pay the Borrower's debts as they become due; or (vi) the Borrower shall
transfer or conceal its property within intent to hinder, delay or defraud any
creditors or to benefit any class of creditors or creditors generally or shall
suffer for 30 days or longer while insolvent any lien on the Borrower's property
resulting from judicial proceedings; or
(c) the dissolution or other winding up of the Borrower;
then, in such event and at any time thereafter, if such event shall then be
continuing, Lender may, at its option upon written notice to Borrower, declare
this Promissory Note to be due an payable, whereupon (or without the necessity
for such notice in the case of any event described in clause (i) or (ii) of
paragraph (b) above) the entire balance of this Promissory Note shall forthwith
become and be due and payable.
Except as otherwise hereinabove expressly provided, Borrower hereby waives
diligence, demand, protest, presentment and all notices (whether of nonpayment,
dishonor, protest, acceleration or otherwise) and consents to acceleration of
the time of payment and to surrender, substitution or any other action or
inaction with respect to security and to forbearance and to other indulgence,
all without notice. Failure of Lender to assert any right herein shall not be
deemed a waiver thereof.
The Borrower shall have the right, at any time, to prepay without penalty all of
this Promissory Note together with accrued interest thereon.
Lender shall not assign its rights hereunder without the prior written consent
of Borrower.
This Promissory Note shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
wholly within such State.
IN WITNESS WHEREOF, the Borrower has signed this Promissory Note as of the date
first written above.
AyurCore, Inc.
By: /s/ Barry Wald
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Barry Wald, President
Authorized Signature
SCHEDULE A
Chitre Promissory Note
Principal Amount Loaned
Date by Lender to Borrower Maturity Date
1/15/96 $25,000 1/15/97
8/15/96 $38,000 8/15/97
9/5/96 $6,300 9/5/97
9/17/96 $6,150 9/17/97
9/30/96 $4,000 9/30/97
10/8/96 $8,000 10/8/97
10/11/96 $4,250 10/11/97
10/23/96 $25,000 10/23/97
2/20/97 $25,000 2/20/98
3/20/97 $25,000 3/20/98
5/28/97 $15,000 5/28/98
6/15/97 $5,500 6/15/98
6/29/97 $2,500 6/29/98
7/14/97 $15,000 7/14/98
$204,700