EXHIBIT 4.2
Form of Promissory Note February 2003
Exhibit 4.2
PROMISSORY NOTE
PRINCIPLE TERMS:
Effective Date:
Maker: Corniche Group Incorporated
Maker's Mailing Address: Corniche Group Inc.
330 South Service Road
Suite 120
Melville, New York 11747
Payee:
Place for Payment:
Principal Amount:
Annual Interest Rate on Unpaid Twenty percent (20%) per annum
Principal from Effective Date:
Annual Interest Rate on Twenty percent (20%) per annum.
Matured Unpaid Amounts:
Terms of Payment (principal and interest) The entire Principal Amount,
together with accrued interest
thereon, is payable in one
installment 30 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 Principal Terms. All
unpaid amounts shall be due by the scheduled payment date.
2. 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.
3. 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.
4. 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 expect 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.
5. 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 this Promissory Note. 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) This Promissory Note is one of a series of Promissory Notes in
the aggregate principal amount of up to $100,000. Payee
acknowledges and understands that: (i) Maker will use the
proceeds of this Promissory Note to enable Maker to commence
the establishment of new business operations; (ii) the
proceeds of this Promissory Note will not be sufficient to
provide Maker with the necessary funds to achieve its current
business plan; (iii) Maker does not have sufficient cash
available to repay this Promissory Note; and (iv) Payee bears
the economic risk of never being repaid on this Promissory
Note.
(c) Payee is acquiring this Promissory Note for his own account,
for investment purposes only, and not with a view to the
resale or distribution of all or any part thereof.
(d) Payee acknowledges that this Note (i) has not been registered
under applicable securities laws, (ii) will be a "restricted
security" 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, and (iv) will not be transferable without registration
under applicable securities laws, unless an exemption from
such registration requirements is available.
(e) Payee understands that the Maker currently has no business
operations but plans to establish a business in the medical
sector as more fully described in Maker's Current Report on
Form 8-K dated February 6, 2003.
(f) Payee has reviewed and understands Maker's Current Report on
Form 8-K dated February 6, 2003 and its quarterly report on
the Form 10-Q, three and nine month ended September 30, 2002.
6. Governing Law. This Promissory Note, and all rights and remedies
hereunder, will be governed by the laws of the State of New York,
without regard to conflicts of law principles.
IN WITNESS WHEREOF, Maker has executed and delivered this Promissory Note as of
the Effective Date first stated above.
MAKER: PAYEE:
CORNICHE GROUP INCORPORATED
NAME:_______________________
By:________________________________
______________________________
Name: Mark Weinreb
Title: President and Chief Executive Offic