EXHIBIT 1
DEMAND NOTE
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4,500,000,00 07-31-2000
FOR VALUE RECEIVED, the undersigned ("Maker") hereby
promises to pay to the order of Jasper Resources ("Payee"), at
the address set forth on the signature page to this Note or at
such other place as the holder may designate in writing from time
to time, the principal amount of 4,500,000,00 AND 00/100 DOLLARS
in lawful money of the United States of America upon the
following terms:
1. INTEREST. The unpaid principal amount of this Note
shall not accrue interest. Notwithstanding the foregoing, upon
default as set forth in Section 6 of this Note, the unpaid
principal balance of principal then declared due and payable
shall bear interest at the rate of five percent (5%) per annum,
calculated on the basis of a 365-day calendar year.
2. PAYMENT. This Note shall be due and payable upon
demand.
3. PREPAYMENTS. Any installment of principal payable
under the terms of this Note may be prepaid in whole or in part
at any time and from time to time before its maturity date,
without any penalty or premium.
4. UNCONDITIONAL LIABILITY. The liability of any maker or
endorser under this Note shall be unconditional and shall not be
in any manner affected by any indulgence whatsoever granted or
consented to by the holder of this Note, including but without
being limited to any extension of time, renewal or release of
security.
5. NO WAIVER BY PAYEE. No delay on the part of Payee in
the exercise of any power or right under this Note or under any
other instrument executed pursuant to this Note shall operate as
a waiver thereof, nor shall a single or partial exercise of any
power or right preclude other or further exercise thereof or the
exercise of any power or right.
6. DEFAULT. If Maker fails or refuses to pay any part of
the principal or interest on this Note or any other indebtedness
of Maker to Payee when the same becomes due, then, upon prior
written notice by Payee to Maker and upon the failure of Maker to
cure the default specified in the notice within thirty (30) days
of receipt of such notice, the holder of this Note may, at his
option, declare the entire unpaid balance of principal and
accrued interest on this Note to be immediately due and payable,
and the amount declared due and payable shall bear thereafter
interest as provided in Section 1 of this Note. The holder may
proceed to enforce payment of this Note and to exercise any and
all rights and remedies available to him under this Note and
applicable laws of Germany.
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7. NO ASSIGNMENT. The holder of this Note shall not have
right to assign, sell, transfer ownership, discount, pledge as
security or otherwise use the value of this Note without written
consent of the Maker.
8. COLLECTION EXPENSES. In the event this Note is placed
in the hands of an attorney for collection after this Note shall
for any reason become due, whether or not suit is brought, or if
this Note is collected by any legal proceedings, or under any
foreclosure proceedings, the undersigned Maker shall pay all
costs of collection of any amounts due under this Note,
including, without limitation, reasonable attorneys' fees and
expenses of the holder of this Note.
9. SEVERABILITY. In case any one or more of the
provisions contained in this Note shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any
other provisions of this Note, and in lieu of such unenforceable
provision there will be added automatically as part of this Note
a provision as similar in terms as may be valid, legal and
enforceable.
10. HEADINGS. The descriptive headings for the several
sections of this Note are inserted for convenience only and do
not constitute a part of this Note.
11. GOVERNING LAW. This Note shall be governed by and
construed and enforced in accordance with the substantive laws of
Germany without regard to conflict of law provisions.
12. BINDING EFFECT. This Note and all of the provisions,
conditions, promises and covenants of this Note shall be binding
in accordance with the terms of this Note upon Maker and her
successors and assigns.
[Signature Page Follows]
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EXECUTED as of the date first above written.
MAKER:
Payee's Address: Dirk Adamski
Jasper Resources Ltd.
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R/Joaquim /s/ Dirk Adamski
Tavora, 98 Centro
Telemaca, Borba, Parana, Brazil 84261-100
