Exhibit 10.6
Original Issue Date: July 26, 2004
Original Principal Amount: $27,500
PROMISSORY NOTE
THIS PROMISSORY NOTE is made by each of SBS INTERACTIVE, CO., a Florida
corporation (the "Company"), and SBS INTERACTIVE, INC., a Nevada corporation
(the "Subsidiary;" each of the Company and the Subsidiary is referred to herein
as a "Borrower," and collectively as the "Borrowers"), jointly and severally
(the "Note").
PRELIMINARY STATEMENT
WHEREAS, reference is hereby made to (i) that certain Master Loan
Agreement dated as of July 21, 2004 (the "Loan Agreement"), by and among the
Borrowers and Arthur Cohn ("Cohn"), and (ii) that certain Pledge and Security
Agreement, dated as of July 21, 2004, by and among the Borrowers and Cohn (the
"Security Agreement").
AGREEMENT
FOR VALUE RECEIVED, the Borrowers, jointly and severally, promise to pay
to the order of Cohn or his assigns (the "Holder"), the principal sum of
Twenty-Seven Thousand Five Hundred Dollars ($27,500.00) (the "Principal Amount")
on the "Maturity Date" (as defined herein) in cash (in lawful currency of the
United States of America). For purposes hereof, the "Maturity Date" shall mean
the earlier of the date of closing of any sale of securities of the Company in
which the gross proceeds of such sale are equal to or greater than Fifty
Thousand Dollars ($50,000) or September 30, 2004. Borrowers acknowledge that (A)
the advance of the Principal Amount by Cohn is a "Future Loan" as defined in the
Loan Agreement and (B) this Note is a "Future Loan Note" and a "Financing
Document" as defined in the Loan Agreement.
This Note is subject to the following additional provisions:
Section 1. Exchange. This Note is exchangeable for an equal aggregate
Principal Amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same and subject to compliance with applicable laws.
No service charge will be made for such registration of transfer or exchange.
Section 2. Transfer. This Note may be transferred or exchanged only in
compliance with applicable federal and state securities laws and regulations.
Prior to due presentment to the Borrowers for transfer of this Note, the
Borrowers and any agent of the Borrowers may treat the Person in whose name this
Note is duly registered on the records of the Borrower as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note is overdue, and neither the Borrowers nor any such
agent thereof shall be affected by notice to the contrary.
Section 3. Security; Events of Default; Remedies; Waivers.
(a) The Loan Obligations are secured in accordance with the terms
and conditions set forth in the Security Agreement.
(b) Upon the occurrence of any Event of Default, the Holder shall
have all of the rights, powers and remedies set forth in the Loan Agreement
and/or Security Agreement.
(c) Each Borrower waives presentment, demand for payment, protest,
notice of demand, dishonor and nonpayment, notice of protest and all other
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note.
Section 4. RESERVED
Section 5. Notices. Any and all notices or other communications or
deliveries to be provided hereunder shall be given in the manner set forth in,
and shall be effective as provided in, the Loan Agreement.
Section 6. Definitions. For purposes hereof, in addition to the terms
defined elsewhere in this Note: (a) capitalized terms not otherwise defined
herein have the meanings given to such terms in the Loan Agreement, and (b) the
following terms shall have the following meanings:
"Original Issue Date" shall mean the date of the first issuance of the
Note set forth herein regardless of the number of transfers of the Note and
regardless of the number of instruments which may be issued to evidence such
Note.
"Person" means a corporation, an association, a partnership, organization,
a business, an individual, a government or political subdivision thereof or a
governmental agency.
Section 7. No Alteration. No provision of this Note shall alter or impair
the obligation of the Borrowers, which is absolute and unconditional, to pay the
principal of, and liquidated damages (if any) on, this Note at the time, place,
and rate, and in the coin or currency, herein prescribed. This Note is a direct
debt obligation of the Borrowers.
Section 8. Replacement. If this Note shall be mutilated, lost, stolen or
destroyed, the Borrowers shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution
for a lost, stolen or destroyed Note, a new Note for the Principal Amount of
this Note so mutilated, lost, stolen or destroyed but only upon receipt of
evidence of such loss, theft or destruction of such Note, and of the ownership
hereof, and indemnity, if requested, all reasonably satisfactory to the
Borrowers.
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Section 9. Waiver. Any waiver by the Borrowers or the Holder of a breach
of any provision of this Note shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Note. The failure of the Borrowers or the Holder to insist
upon strict adherence to any term of this Note on one or more occasions shall
not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Note. Any
waiver must be in writing.
Section 10. Miscellaneous. If a court of competent jurisdiction shall find
that any amount deemed interest due hereunder violates applicable laws governing
usury, the amount due hereunder shall automatically be lowered to provide the
maximum permitted interest. Each Borrower covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law or other law which would prohibit or forgive the Borrowers from
paying all or any portion of the Principal Amount or other amount on the Note as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the other covenants or the performance of the Financing
Documents, and each Borrower (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that
it will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.
Section 11. Business Day. Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day.
Section 12. Preliminary Statement. The Preliminary Statement of this Note
is hereby incorporated by reference into the body of this Note and hereby
becomes an integral part of this Note.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each Borrower has caused this Promissory Note to be
executed by its duly authorized officer, as of the Original Issue Date.
WITNESS BORROWERS:
SBS INTERACTIVE CO.
By: /s/ Todd Gotlieb
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Name: Todd Gotlieb
Title: President
SBS INTERACTIVE, INC.
By: /s/ Todd Gotlieb
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Name: Todd Gotlieb
Title: President
[Signature Page to Promissory Note]