EXHIBIT 10.36
PROMISSORY NOTE
$35,000
July 7, 2000
For value received, and intending to be legally bound, Pawnbroker.com,
Inc., a Delaware Corporation (the "Maker"), hereby unconditionally and
irrevocably promises to pay to the order of Landenburg, Thalmann & Co. Inc. (the
"Payee"), at such place as Payee may designate in writing, in lawful money of
the United States of America, the sum of Thirty Five Thousand Dollars ($35,000)
on the earlier of (i) the funding of the first draw down under that certain
Common Stock Purchase Agreement between Maker and Gestrow Investments Limited or
(ii) December 31, 2000.
Interest on the principal balance hereof shall accrue at the rate of ten
percent (10%) per annum from and after the due date as aforesaid; and for so
long as any part of the principal amount remains outstanding thereafter.
This Promissory Note may be prepaid in whole or in part at any time or from
time to time without premium or penalty.
For purposes of this Promissory Note, an "Event of Default" shall occur if
the Maker shall: (i) fail to pay the entire principal amount of this Promissory
when due and payable, (ii) admit in writing its inability to pay any of its
monetary obligations under this Promissory Note, (iii) make a general assignment
of its assets for the benefit of creditors, or (iv) allow any proceeding to be
instituted by or against it seeking relief from or by creditors, including,
without limitation, any bankruptcy proceedings.
In the event that an Event of Default has occurred, the Payee or any other
holder of this Promissory Note may, by notice to the Maker, declare this entire
Promissory to be forthwith immediately due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Maker. In the event that an Event of Default consisting of a
voluntary or involuntary bankruptcy filing has occurred, then this entire
Promissory Note shall automatically become due and payable without any notice or
other action by Payee.
The nonexercise or delay by the Payee or any other holder of this
Promissory Note of any of its rights hereunder in any particular instance shall
not constitute a waiver thereof in that or any subsequent instance. No waiver of
any right shall be effective unless in writing signed by the Payee, and no
waiver on one (1) or more occasions shall be conclusive as a bar to or waiver of
any right on any other occasion.
Should any part of the indebtedness evidenced hereby be collected by law or
through an attorney-at-law, the Payee or any other holder of this Promissory
Note shall, if permitted by applicable law, be entitled to collect from the
Maker all reasonable costs of collection, including, without limitation,
attorneys' fees.
Maker hereby forever waives presentment, demand, presentment for payment,
protest, notice of protest, and notice of dishonor of this Promissory Note and
all other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Promissory Note.
This Promissory Note shall be binding upon the successors and assigns of
the Maker, and shall be binding upon, and inure to the benefit of, the
successors and assigns of the Payee.
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This Promissory Note shall be governed by and construed in accordance with
the internal laws of the State of New York. All disputes between the Maker and
the Payee relating in any way to this Promissory Note shall be resolved only by
state and federal courts located in New York County, New York, and the courts to
which an appeal therefrom may be taken.
IN WITNESS WHEREOF, the undersigned Maker has executed this Promissory Note
as of July 7, 2000.
MAKER:
PAWNBROKER.COM, INC.
By: /s/ Neil McElwee
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Its: Neil A. McElwee, CEO
