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PROMISSORY NOTE
$150,000 Englewood, Colorado
October 27, 1999
For value received the undersigned, Chartwell International, Inc., hereby
promises to pay to John J. Grace ("the Holder") at Littleton, Colorado the sum
of one hundred fifty thousand dollars ($150,000) with a simple interest rate of
10% per annum, compounded monthly, in lawful money of the United States.
This Note is due and payable in full on or before August 1, 2002 or at the
option of the Holder at the time financing is received.
This Note shall be considered in default if not paid off by August 1, 2002,
unless the Holder provides written consent to extend the period of this Note.
Should default occur, then at any time after August 1, 2002 the entire amount of
unpaid principal shall, at the option of the Holder, become immediately due and
payable.
Payment of principle and accrued interest on this note is to be made earlier
than the due date from at least 60% of the proceeds received by the Company from
the sale of its holdings in publicly traded securities or from the refinancing
or sale of its property in San Diego, California or gypsum rights in St. George,
Utah.
This Note is secured by a Deed of Trust to SBS Trust Deed Network, a California
corporation, as Trustee, recorded in the County of San Diego, State of
California.
This Note is also secured by the Company's security investments in Chartwell
Automotive Group, Inc., College Bound Student Alliance, Inc. (formerly
SportsStar Marketing, Inc.), NCRA, Inc., Prentice Capital, Inc., and Canaima
Gold Corporation.
The undersigned agrees in the event of default to pay reasonable costs of
collection, including attorney's fees incurred in connection with the collection
of this Note. The undersigned hereby waives presentment, demand, protest, notice
of protest, notice of dishonor, notice of nonpayment, and notice of any kind
with respect to this Note or any guarantee of it.
CHARTWELL INTERNATIONAL, INC.
a Nevada Corporation
/s/ Alice M. Gluckman
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Alice M. Gluckman, Corporate Secretary