THIS PROMISSORY NOTE AND THE UNDERLYING COMMON STOCK ("COMMON STOCK") OF
FUTUREONE, INC. (THE "COMPANY") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY REGULATIONS PROMULGATED THEREUNDER
(COLLECTIVELY, THE "SECURITIES ACT") OR WITH THE SECURITIES AUTHORITIES OF ANY
STATE UNDER ANY STATE SECURITIES LAWS AND ANY REGULATIONS PROMULGATED THEREUNDER
(COLLECTIVELY, "STATE SECURITIES LAWS"). AS A CONSEQUENCE, NEITHER THIS
PROMISSORY NOTE NOR COMMON STOCK MAY BE SOLD, TRANSFERRED, ASSIGNED, MORTGAGED,
PLEDGED, LIENED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF
(COLLECTIVELY, A "TRANSFER") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.
CONVERTIBLE
PROMISSORY NOTE
Phoenix, AZ $70,000
June 1, 2000
FOR VALUE RECEIVED, FUTUREONE, INC., a Nevada corporation with an office at 4250
East Camelback Road, Suite K-192, Phoenix, Arizona 85018-2751 (including its
successors and assigns), (the "Maker"), hereby promises to pay to the order of
Alan P. Hald, with an office at 5350 East Calle del Medio, Phoenix, Arizona
85018 (the "Lender"), the principal sum of Seventy Thousand Dollars ($70,000)
(the "Principal Amount"), with interest on any unpaid balance of such amount, at
the rate of Fourteen Percent (14%) per annum, from the date of the advance
thereof at the rate of interest specified herein, in lawful money of the United
States of America and in immediately available funds in accordance with the
terms hereof. The unpaid Principal Amount of this Convertible Promissory Note,
together with all accrued and unpaid interest hereunder, shall be due and
payable on the Maturity Date (as defined below), unless this Convertible
Promissory Note is prepaid or converted in accordance with the terms hereof.
This Convertible Promissory Note evidences a loan (the "Loan") made by Lender to
Borrower in the Principal Amount.
Lender may, at his option at any time, convert all or part of the indebtedness
evidenced by this Note, including accrued interest, into the Common Stock of
FutureOne, Inc. (a "FutureOne Common Stock Conversion"). The number of shares of
Common Stock issuable upon a FutureOne Common Stock Conversion shall be
determined as follows: Divide the Principal Amount and accrued interest to be
converted by the Conversion Price in effect as of the date of such FutureOne
Common Stock Conversion. The Conversion Price shall be the per share price as
mutually agreed upon by the Lender and Maker, based upon the Maker's most recent
major funding event immediately prior to the FutureOne Common Stock Conversion.
<PAGE>
To effect any FutureOne Common Stock Conversion, Lender shall (i) provide Maker
with ten (10) business days advance written notice to Maker specifying the date
and amount of such conversion and the name in which the Common Stock shall be
issued (if the name is other than that of Lender), (ii) furnish any appropriate
endorsements and transfer documents reasonably requested by Maker, (iii) pay any
transfer or similar tax if required and (iv) deliver a certificate to Maker in
which Lender certifies that (a) Lender is an "accredited investor" as defined in
the Securities Act, (b) Lender acknowledges that the Common Stock to be issued
to Lender has not been registered under the Securities Act or any State
Securities Laws and (c) Lender is acquiring the Common Stock to be issued to
Lender for investment and not with a view to the resale, subdivision,
distribution or fractionalization thereof and that Lender agrees that such
Common Stock may not be sold, transferred, assigned, mortgaged, pledged, liened,
hypothecated or otherwise encumbered or disposed of (collectively, a "transfer")
except pursuant to an effective Registration Statement under the Securities Act
of 1933, as amended, or an opinion of counsel satisfactory to Maker to the
effect that such registration is not required.
If there is not a FutureOne Common Stock Conversion under this Note, payment of
the Loan shall be due on the earlier of September 1, 2000 or 5 days after the
date the Maker closes one or more public offerings, private placement of debt
and/or equity, sale and/or merger of the Maker in the aggregate amount of no
less than $1,500,000 ("Maturity Date").
This Note is unsecured and may be pre-paid by the Maker, in whole or in part, at
any time without penalty. Maker shall provide 5 days prior written notice of its
intent to prepay during which time Lender may still exercise a FutureOne Common
Stock Conversion. Any payments that are received on this Note shall be first
applied toward accrued interest, other non-principal payments due under the Note
and/or the Separation Agreement and lastly toward the reduction of principal.
Should default occur in the payment of the Loan by the Maturity Date hereunder
or should the Company fail to perform any of its obligations under the
Employment Separation Agreement between the Lender and Maker and if said default
or failure to perform remains uncured for a period of 10 consecutive days after
written demand by the Lender thereof, then the whole sum of principal and
accrued interest due thereunder may become immediately due and payable, at the
option of the Lender.
If suit is brought to recover amounts due under the terms of this Note, the
Maker hereby promises to pay reasonable attorney's fees and court costs.
The Maker and any endorsers of this Note waive diligence, demand, presentment
for payment, notice of dishonor and protest, and consent to the extension of
time for payment of this Note without notice.
<PAGE>
This Note is made in Arizona, and the execution, delivery and performance hereof
shall be governed by and construed in accordance with the laws of the State of
Arizona.
FUTUREONE, INC.
a Nevada corporation
By: ___________________
Title: __________________
ACCEPTED, ACKNOWLEDGED AND AGREED TO AS OF THE _____ DAY OF JUNE, 2000
BY:
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NAME:
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