Exhibit 1.6
EXHIBIT A
PROMISSORY NOTE
$1,135,568.82 July 1, 2003
FOR VALUE RECEIVED, and intending to be legally bound, ATLAS PRECIOUS
METALS INC., a Nevada Corporation ("Debtor") hereby promises to pay to the order
of HAROLD R. SHIPES and EILEEN A. SHIPES, jointly or the survivor of them, or
order ("Holder") at 11251 E. Camino del Sahuaro, Tucson, AZ 85749 the principal
amount of One Million One Hundred Thirty-five Thousand Five Hundred Sixty-eight
and 82/100 Dollars ($1,135,568.82) ("Principal Amount") subject to the following
terms and conditions:
1. Subject to the terms and conditions hereinbelow set forth, the
Principal Amount shall be payable, without interest, as follows:
(a) On January 1, 2004 Debtor shall pay to Holder the sum of Five
Thousand Five Hundred Sixty-eight and 82/100 Dollars
($5,568.82).
(b) Commencing February 1, 2004, and on the first day of each
month thereafter through and including June 1, 2013, the
Debtor shall pay to the Holder monthly installments, without
interest, of $10,000.00.
(c) If not sooner paid, the entire Principal Amount, without
interest, shall be due and payable on June 1, 2013.
2. If Debtor shall default in the payment of principal hereunder when
the same shall become due and payable, the unpaid principal sum of this Note
shall immediately bear interest at the rate of ten percent (10%) per annum until
paid in full, and shall be payable monthly or, at the option of Holder hereof,
on demand.
3. Debtor may at any time, upon ten days advance notice, prepay the
entire unpaid principal of this Note or any part thereof without additional
interest or penalty. Any prepayment in part shall be applied first to accrued
but unpaid interest hereunder, and second to installments of principal in the
reverse order of maturity.
4. Payments of both principal and interest on this Note shall be made
to Holder in immediately available funds in lawful money of the United States.
5. This Note is fully negotiable and may be assigned by Holder. Neither
this Note nor the obligations of Debtor hereunder may be assigned or delegated
by Debtor without the prior written consent of Holder.
6. The occurrence of any of the following events ("Events of Default")
with respect to Debtor, shall constitute a default hereunder: (a) if any payment
required hereunder shall not be paid in full when due, and shall continue unpaid
for a period of thirty (30) days thereafter; or (b) if a default shall occur
under any covenant contained in any instrument relating to the rights of Holder
hereunder including, but not limited to, that certain Stock Purchase Agreement
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of even date herewith and to which this Note is attached as Exhibit A, or the
Stock Pledge Agreement referenced in said Stock Purchase Agreement; or (c) the
occurrence of a "Change in Control" of Debtor without Holder's express written
consent. For purposes of this Note, "Change in Control" shall be defined as a
change in the holding, either directly or indirectly, of shares of the Debtor as
a result of which a person or a group of persons, or persons acting jointly or
in concert, or persons associated or affiliated with any such person or group,
are in a position to exercise effective control of the Debtor, provided that for
the purposes of this Note a person or group of persons holding shares that would
entitle the holders thereof to cast more than 51% of the votes attaching to all
shares of the Debtor shall be deemed to be in a position to exercise effective
control of the Debtor.
7. Upon the occurrence of a default hereunder, the entire principal
balance of this Note plus accrued interest, if any, shall, at the option of
Holder, become immediately due and payable without notice or demand, and Holder
shall have all rights and remedies provided under all applicable laws and shall
be deemed to have exercised the same immediately upon the occurrence of any such
event without notice or further action, irrespective of when any record of the
same may thereafter be noted by Holder.
8. Failure by Holder to declare a default hereunder shall not
constitute a waiver of any subsequent default. Debtor further promises to pay a
reasonable attorney's fee, court costs, and any other expenses, losses, charges,
damages incurred or advances made by Holder in protection of its rights or
caused by Debtor's default under the terms of this Note.
9. If Holder retains an attorney for collection of this Note, or if any
suit or proceeding is brought for the recovery of all or any part of or for
protection of the indebtedness, or any collateral, or to enforce Holder's rights
under any agreement securing the Principal Amount, or other collateral
agreement, then Debtor agrees to pay on demand all reasonable costs and expenses
of the suit or proceeding, or any appeal thereof, incurred by Holder, including,
without limitation, reasonable attorney's fees.
10. The terms of this Note shall not be varied, altered or modified
except by a writing signed by Holder and Debtor.
11. Debtor hereby waives presentment for payment or acceptance, demand
and protest, and notice of protest, dishonor and non-payment of this Note.
12. No delay on the part of Holder in exercising any power or right
under this Note shall operate as a waiver of the power or right, nor shall any
single or partial exercise of that power or right, preclude further exercise of
that power or right. The rights and remedies specified in this Note are
cumulative and not exclusive of any rights and remedies that Holder may
otherwise possess.
13. The provisions of this Note shall be severable, so that if any
provision hereof is declared invalid under the laws of any state where it is in
effect, or of the United States, all other provisions of this Note shall
continue in full force and effect.
14. This Note shall be binding upon Debtor and its successors and
assigns, and shall inure to the benefit of and be enforceable by Holder, its
successors and assigns.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the
undersigned has caused this Note to be executed on the date first above written.
ATLAS PRECIOUS METALS INC. a Nevada corporation
By:
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Gary E. Davis, President
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