Exhibit 10.3
SECURED PROMISSORY NOTE
$1,900,000 Bala Cynwyd, PA
February 27, 2004
FOR VALUE RECEIVED, BP Investments Group, LLC, a Delaware
limited liability company (the "Borrower"), with a principal place of business
at One Belmont Ave. Bala Cynwyd, PA., hereby promises to pay to Ocean Resources
Capital Holdings PLC, a public limited company organized under the laws of the
United Kingdom (the "Lender"), the principal sum of One Million Nine Hundred
Thousand Dollars (US $1,900,000) payable as follows: $200,000 shall be paid on
May 27, 2004 (90 days after the date hereof) and $1,700,000 on August 27, 2004
(180 days from the date hereof) (the "Maturity Date").
The entire principal amount together with interest at the rate
of five percent (5%) percent per annum, shall be paid on the Maturity Date.
The obligation of the Borrower for payment of principal,
interest and all other sums hereunder is secured by that certain Stock Pledge
Agreement dated as of even date herewith (the "Pledge Agreement").
All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest or otherwise,
shall be made without set off or counterclaim and shall be made prior on the
Maturity Date thereof to the Lender at the address set forth above, or such
other place as Lender may from time to time designate in writing. If any payment
or action to be made or taken hereunder shall be stated to be or become due on a
day which is not a Business Day, such payment or action shall be made or taken
on the next following Business Day and such extension of time shall be included
in computing interest or fees, if any, in connection with such payment or
action.
Any failure to timely repay the principal or interest due hereunder or
any failure to adhere to the terms of this Note shall be considered an Event of
Default. Upon the occurrence of an Event of Default, the entire amount of the
indebtedness evidenced by this Note hereby shall be immediately due and payable.
Upon the acceleration of the obligations evidenced by this Note and failure by
the Borrower to pay amounts then due hereunder, Lender may proceed to protect,
exercise and enforce all of its rights and remedies under this Note, the Pledge
Agreement, that certain Securities Purchase Agreement dated as of even date
herewith, and applicable law. The remedies provided in this Note are cumulative
and concurrent, may be pursued in any order, separately, successively or
together, may be exercised as often as occasion therefor may arise, and shall be
in addition to, and not in substitution for, the rights and remedies which would
otherwise be vested in Lender for the recovery of damages, or otherwise, in the
event of a breach of any of the undertakings of the Borrower hereunder. This
Note may not be modified, altered or amended, except by an agreement in writing
signed by the Borrower and the Lender. The Lender may not sell, assign or
transfer this Note or any portion hereof.
This Note shall bind the Borrower and its successors and assigns, and
the benefits hereof shall inure to the benefit of the Lender and its successors
and assigns. All references herein to the "Borrower" and the "Lender" shall be
deemed to apply to the Borrower and the Lender, respectively, and their
respective successors and assigns.
Borrower may prepay the loan evidenced by this Note at anytime without
the consent of the Lender.
This Note and any other documents delivered in connection
herewith and the rights and obligations of the parties hereto and thereto shall
for all purposes be governed by and construed and enforced in accordance with
the internal laws of the Commonwealth of Pennsylvania without giving effect to
its conflicts of law principles.
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has executed this Note as of the date first written above with the
intention that this Note shall constitute a sealed instrument.
BP INVESTMENTS GROUP, LLC
By: /s/ Ernest A. Bartlett
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Name: Ernest A. Bartlett
Title: Manager