Exhibit 99.1
NOTE
$250,000.00 August 12, 2004
FOR VALUE RECEIVED, the undersigned, HEM Mutual Assurance LLC, a Minnesota
limited liability company and Highgate House, LLC, a Minnesota limited liability
company (collectively, "Maker"), promises to pay to the order of Aciem
Management, Inc., a New York corporation (the "Company"), at its principal
office, or at such other place as may be designated in writing by the holders of
this Promissory Note ("Note"), the principal sum of TWO HUNDRED FIFTY THOUSAND
AND 00/100 DOLLARS ($250,000.00) (the "Principal Sum"), which Principal Sum
shall not accrue any interest, pursuant to the terms of this Note.
This Note is issued pursuant to and is subject to the terms of the
Convertible Debenture Purchase Agreement (the "Purchase Agreement") between
Maker and the Company of even date herewith. All defined terms herein not
otherwise defined herein shall have the meanings given such terms in the
Purchase Agreement. If the Company merges with a subsidiary of Scores Holding
Company, Inc., a Utah corporation ("SCRH"), this Note shall be payable to SCRH
immediately and upon the completion of such merger, all references to "Company"
herein shall be deemed to refer to SCRH and all references to "Common Stock"
shall be deemed to refer to the common stock of SCRH.
Notwithstanding anything contained herein, in the Debentures, or in the
Purchase Agreement to the contrary, the First Debenture B shall not accrue
interest, shall not be convertible and shall not be subject to repayment by the
Company or SCRH, as the case may be, at its maturity, and this Note shall not be
due and payable and shall not be deemed part of the "Purchase Price" for
purposes of Section 4.25 of the Purchase Agreement, unless and until:
(i) the Maker elects that this Note shall become due and
payable; and
(ii) the number of Escrow Shares for the aggregate principal
amount of the Debentures then outstanding and First Debenture B is
at least 200% of the number of shares of Common Stock that would be
needed to satisfy full conversion of all of such unconverted
Debentures,
provided, however, that if subparagraph (i) is satisfied and
subparagraph (ii) is not satisfied, the Company or SCRH, as the case
may be, shall increase in accordance with and subject to the
provisions of Section 4.14 of the Purchase Agreement the number of
Escrow Shares to cover 200% of the number of shares of Common Stock
that would be needed to satisfy full conversion of all of such
Debenture; provided, further, that, notwithstanding the foregoing,
the First Debenture B shall not accrue interest, shall not be
convertible and shall not be subject to repayment by the Company or
SCRH, as the case may be, at its maturity, and this Note shall not
be deemed part of the "Purchase Price" for purposes of Section 4.25
of the Purchase Agreement, unless and until this Note is paid in
full by the Maker or its successors and assigns.
1
If this Note has not been paid in full by the Maker to the Company or
SCRH, as the case may be, (whether or not it is otherwise then due or payable by
its terms) (i) any payments from the Company or SCRH, as the case may be, to the
Maker pursuant to Sections 4.19 and 4.31 of the Purchase Agreement will be
offset by the principal amount of this Note and (ii) "Debentures" shall
specifically refer to First Debenture A, First Debenture B and the Second
Debenture in Sections 4.19 and 4.31 of the Purchase Agreement.
Upon payment of this Note in full in cash or by wire transfer of legal
tender in the United States, the Escrow Agent shall deliver the First Debenture
B to Maker and the Fixed Conversion Price with respect to the First Debenture B
shall be the Initial Fixed Conversion Price (as defined in First Debenture A).
Upon the earlier of payment of this Note or automatic expiration of this Note,
the Company shall deliver this Note to Maker. Upon automatic expiration of this
Note, the Escrow Agent shall return to the Company the First Debenture B.
Notwithstanding anything to the contrary contained herein or in the
Purchase Agreement or the other Transaction Documents, this Note and all
payments due hereunder shall automatically expire, be of no further force or
effect and shall become null and void after five (5) years from the date hereof.
If this Note becomes due or payable on a Saturday, Sunday or public
holiday under the laws of the State of New York, the due date hereof shall be
extended to the next succeeding business day.
This Note may not be modified orally, and shall be governed, construed and
interpreted under the internal laws of the State of New York without reference
to principles of conflicts or choice of law.
Any action to enforce the terms of the Note shall be brought exclusively
in the state and/or federal courts situated in the County and State of New York.
Service of process in any action by the Company to enforce the terms of the Note
may be made by serving a copy of the summons and complaint, in addition to any
other relevant documents, by commercial overnight courier to the Maker at its
principal address set forth in the Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, this instrument is executed as of the date first hereinabove
set forth.
HEM Mutual Assurance LLC
By: /s Pierce Loughran
----------------------------------------
Name: Pierce Loughran
Title: Manager
Highgate House, LLC
By: HH Advisors, LLC, its Managing Member
By: /s/ Adam S. Gottbetter
----------------------------------------
Name: Adam S. Gottbetter
Title: Managing Member
ACCEPTED AND AGREED TO:
Aciem Management, Inc.
By: /s/ John Neilson
------------------------------------
John Neilson, President
3