Exhibit 10.3
PROMISSORY NOTE
$375,000.00 March 9, 2004
Panama City Beach, Florida
Andrew Devries, III, an individual residing in Texas ("Maker"), for value
received prior hereto and for which the Holder (defined below) has yet to be
compensated, hereby promises to pay to the order of NANNACO, Inc., a Texas
corporation (the "Holder"), Three Hundred Seventy Five Thousand Dollars
($375,000.00) (the "Principal") no later than April 9, 2004 (the "Payment
Date"). Interest shall accrue on the outstanding balance at the rate of 15% per
annum. Notwithstanding any other provision in this promissory not (the "Note")
to the contrary, the Principal shall not be used for any purpose other than to
pay/satisfy: (i) personal liabilities of Maker to the Internal Revenue Service,
and/or (ii) personal liabilities of the Maker to financial banking institutions
(the "Permitted Principal Uses"). Use of the Prinicipal for any purpose other
than the Permitted Principal Uses shall constitute and event of Default under
section 1 below.
1. Default.
The occurrence of any of the following events shall constitute a Default under
this note:
(a) the Maker shall fail to make any payment of principal due hereunder
for more than five (5) business days after the due date thereof;
(b) the Maker shall commence any case or proceeding seeking to have an
order for relief entered on his behalf as debtor or to adjudicate himself as
bankrupt or insolvent or seeking readjustment of his debts or any other relief
under any bankruptcy, insolvency, readjustment of debt or other similar act or
law of any jurisdiction, domestic or foreign, now or hereafter existing; or the
Maker shall make a general assignment for the benefit of creditors;
(c) an involuntary case or other proceeding shall be commenced against
the Maker with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect seeking the appointment of a
trustee, receiver, liquidator, custodian or similar official of it or any
substantial part of its property; and such case or proceeding (i) results in the
entry of an order for relief or a similar order against it or (ii) shall
continue unstayed and in effect for a period of sixty (60) consecutive days; or
(d) the Maker shall use any of the Principal for purpose other than the
Permitted Prinicipal Uses
Upon Default, and at the option of the Holder, or its assigns, without
notice, demand or presentment, the Holder may (i) accelerate all amounts due and
owing under this Note and demand payment immediately, and/or (ii) declare the
right to exercise any and all remedies available to the Holder under applicable
law.
Further, upon Default, Maker waives any right to object to a motion for
summary judgment or similar proceeding instituted by the Holder, or his
successors or assigns, in connection with attempts to remedy any Default and
otherwise collect all amounts due and owing under this Note.
2. Miscellaneous
(i) Maker shall have the privilege of prepaying the principal under this
Note in whole or in part, without penalty or premium at any time.
(ii) Maker shall pay upon demand any and all expenses, including
reasonable attorney fees, incurred or paid by the Holder of this Note without
suit or action in attempting to collect funds due under this Note. In the event
an action is instituted to enforce or interpret any of the terms of this Note
including but not limited to any action or participation by Maker in, or in
connection with, a case or proceeding under the Bankruptcy Code or any successor
statute, the prevailing party shall be entitled to recover all expenses
reasonably incurred at, before and after trial and on appeal or review, whether
or not taxable as costs, including, without limitation, attorney fees, witness
fees (expert and otherwise), deposition costs, copying charges and other
expenses.
(iii) All parties to this Note hereby waive presentment, dishonor, notice
of dishonor and protest. All parties hereto consent to, and the Holder is hereby
expressly authorized to make, without notice, any and all renewals, extensions,
modifications or waivers of the time for or the terms of payment of any sum or
sums due hereunder, or under any documents or instruments relating to or
securing this Note, or of the performance of any covenants, conditions or
agreements hereof or thereof or the taking or release of collateral securing
this Note. Any such action taken by the Holder shall not discharge the liability
of any party to this Note.
(iv) This Note shall be governed by and construed in accordance with the
laws of the state of Washington without regard to conflict of law principles.
(v) All payments due and owing under this Note shall be delivered to:
Holder: NANNACO, Inc.
9739 Cobb Street, Suite 1
San Antonio, TX 78217
Maker:
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By: Andrew DeVries, III - Individually
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