EXHIBIT 4.1
Form of Promissory Note September 2002
Exhibit 4.1
PROMISSORY NOTE
PRINCIPLE TERMS:
Effective Date:
Maker: Corniche Group Incorporated
Maker's Mailing Address:
Payee:
Annual Interest Rate on Unpaid
Principal from Effective Date: Fifteen percent (15%) per annum
Annual Interest Rate on
Matured Unpaid Amounts: Fifteen percent (15%) per annum
Terms of Payment
(principal and interest): The entire Principal Amount, together
with accrued interest thereon, is
payable in one installment 60 days
from the Effective Date. Maker
reserves the right to prepay this
Promissory Note in any amount at
any time prior to maturity without
penalty
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OTHER TERMS:
1. General. Maker promises to pay to the order of Payee at the place for
payment, and according to the terms of payment, the principal amount plus
interest at the rates stated above under Principle Terms. All unpaid amounts
shall be due by the scheduled payment date.
2. Default Penalty. If there occurs an Event of Default (as defined below in
paragraph 8), then Payee shall have the option to purchase twenty-five thousand
(25,000) shares of common stock of Maker par value $.0001 per share ("Common
Stock") for an aggregate purchase price of one hundred and twenty five and
no/100 dollars ($125.00). If the Event of Default continues for 30 days, then on
the 30th day (and at the end of each successive 30-day period until this
Promissory Note is paid in full), Payee shall have the option to purchase an
additional twenty-five thousand (25,000) shares of common stock of Maker par
value $.0001 per share ("Common Stock") for an aggregate purchase price of one
hundred and twenty-five and no/100 dollars ($125.00) for each additional
purchase of Common Stock.
3. Costs of Collection. If this note is given to an attorney for collection, or
if suit is brought for collection, or if it is collected through probate,
bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs
of collection, including reasonable attorneys' fees and court costs, in addition
to other amounts due.
4. Savings Clause. Interest on the debt evidenced by this note shall not exceed
the maximum amount of non-usurious interest that may be contracted for, taken,
reserved, charged, or received under law, any interest in excess of that maximum
amount shall be credited on the principal of the debt or, if that has been paid,
refunded. On any acceleration or required or permitted prepayment, any such
excess shall be canceled automatically as if the acceleration or prepayment or,
if already paid, credited on the principal of the debt or, if the principal of
the debt has been paid, refunded. This provision overrides other provisions in
this and all other instruments concerning the debt.
5. Accredited Investor. The Payee hereby certifies that Payee is an "Accredited
Investor" (as that term is defined by Regulation D under the Securities Act of
1933, as amended) by checking the following statements that are applicable to
Payee:
[Please CHECK all of the following statements that are applicable to Payee. At
least one of the following must be checked.]
(a) I am an "Accredited Investor" because I had individual income
of more than $200,000 in each of the two prior calendar years
and I reasonably expect to have individual income in excess of
$200,000 during the current calendar year.
(b) I am an "Accredited Investor" because my spouse and I together
had income of more than $300,000 in each of the two prior
calendar years and we reasonably except to have joint income
in excess of $300,000 during the current calendar year.
(c) I am an "Accredited Investor" because I have an individual net
worth, or my spouse and I have a joint net worth of more than
$1,000,000.
6. Representations of Payee. Payee represents and warrants to
Maker as follows:
(a) Payee has received and examined all information, including
financial statements, of or concerning Maker which Payee
considers necessary to making an informed decision regarding
an investment in the Common Stock. In addition, Payee has had
the opportunity to ask questions of, and receive answers from,
the officers and agents of Maker concerning Maker and to
obtain such information, to the extent such persons possessed
the same or could acquire it without unreasonable effort or
expense, as Payee deemed necessary to verify the accuracy of
the information referred to herein.
(b) Payee is acquiring the Common Stock for his own account, for
investment purposes only, and not with a view to the resale or
distribution of all or any part thereof.
(c) Payee acknowledges that the Common Stock (i) has not been
registered under applicable securities laws, (ii) will be
"restricted securities" as defined in applicable securities
laws, (iii) has been issued in reliance on the statutory
exemptions from registration contemplated by applicable
securities laws based (in part) on the accuracy of Payee's
representations contained herein, (iv) will not be
transferable without registration under applicable securities
laws, unless an exemption from such registration requirements
is available, and (v) certificates representing the Common
Stock will bear a restrictive legend evidencing such
restrictions.
(d) Payee has reviewed and understands Maker's (i) Annual Report
on Form 10-K for the fiscal year ended December 31, 2001; (ii)
Quarterly Report on Form 10-Q for the three and six months
ended June 30, 2002 and (iii) Current Report on Form 8-K dated
June 18, 2002.
7. Governing Law. This Promissory Note, and all rights and remedies hereunder,
will be governed by the laws of the State of New York.
8. Event of Default. An "Event of Default" shall have occurred if Maker fails to
pay any payment of principal or interest on this Note when due.
MAKER:
CORNICHE GROUP INCORPORATED
By:_____________________________
James J. Fyfe, Director
PAYEE:
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