EXHIBIT B.2 - PROMISSORY NOTE BETWEEN INCOMNET, INC. AND JERRY C. BUCKLEY
$196,011.89 April 25, 1997
Woodland Hills, California
FOR VALUE RECEIVED, Incomnet, Inc., a California corporation (the "Maker") at
21031 Ventura Blvd. #1100, Woodland Hills, CA 91364 hereby promises to pay to
the order of Jerry C. Buckley, an individual ("Payee") at 25572 Avenue
Stanford, Valencia, California 91355, the principal sum of One Hundred and
Ninety-Six Thousand and Eleven Dollars and Eighty-Nine Cents ($196,011.89)
and interest of Ten Thousand and Nine Hundred and Eighty-Eight Dollars and
Eleven Cents ($10,988.11) in twenty-four monthly installments as follows:
-- $13,500 per month for the 12 month period commencing in the thirteenth
month after the Closing Date and ending in the twenty-fourth month after the
Closing Date or until the promissory note is paid in full;
-- $3,750 per month for the next 12 months period commencing in the
twenty-fifth month after the Closing Date and ending in the thirty-sixth
month after the Closing Date or until the promissory note is paid in full.
1. RIGHT OF PREPAYMENT. Maker has the right to prepay all or any
portion of this Note at any time during its term without penalty. Such
prepayments shall be applied first to interest and then to principal.
2. DEFAULT. Any of the following shall constitute a default by Maker
hereunder:
-- The failure of the Maker to make any payment of principal or
interest required hereunder within 30 days of the due date
for such payment, as it may properly be extended pursuant
to the terms of this Note; or
-- The failure of Maker to fully perform any other material
covenants and agreements under this Note and continuance
of such failure for a period of 30 days after written notice
of the default by Payee to the Maker.
Upon the occurrence of a default hereunder, Payee may, at its option, declare
immediately due and payable the entire unpaid principal sum of this Note
together with all accrued and unpaid interest owing at the time of such
declaration pursuant to this Note.
3. PAYMENT & LATE PAYMENT. This Note shall be payable in
lawful money of the United States. Any payment that is more than 10 days late
shall be subject to a late fee of 1.5% of the payment amount.
4. PLACE OF PAYMENT. All payments on this Note are to be
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made or given to Payee at the address provided to Maker or to such other
place as Payee may from time to time direct by written notice to Maker.
5. WAIVER. Maker, for itself and its successors, transfers and assigns,
waives presentment, dishonor, protest, notice of protest, demand for payment
and dishonor in nonpayment of this Note, bringing of suit or diligence of
taking any action to collect any sums owing hereunder or in proceeding
against any of the rights and properties securing payment hereunder.
6. SEVERABILITY. If any provision of this Note or the application
thereof to any persons or entities or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Note shall not be deemed
affected thereby and every provision of this Note shall be valid and
enforceable to the fullest extent permitted by law.
7. NO PARTNER. Payee shall not become or be deemed to be a partner or
joint venturer with Maker by reason of any provision of this Note. Nothing
herein shall constitute Maker and Payee as partners or joint venturers or
require Payee to participate in or be responsible or liable for any costs,
liabilities, expenses or losses of Maker.
8. NO WAIVER. The failure to exercise any rights herein shall not
constitute a waiver of the right to exercise the same or any other right at
any subsequent time in respect of the same event or any other event.
9. RIGHT OF OFFSET. In the event of any material default by the Payee
under the terms of that certain Stock Purchase Agreement, dated April 29,
1997, by and between the Maker, the Payee and California Interactive
Computing, Inc., the Maker will have the right to offset any damage, loss or
cost suffered or incurred by the Maker as the result of said breach from the
next payments due on this Note.
10. GOVERNING LAW. This Note shall be governed by and construed solely
in accordance with the laws of the State of California.
IN WITNESS WHEREOF, Maker has executed this Note as of the date first
hereinabove written.
INCOMNET, INC.
By: /s/ Melvyn Reznick
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Melvyn Reznick, President
Attested By: /s/ Stephen A. Caswell
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Stephen A. Caswell, Secretary
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