<PAGE>
EXHIBIT 10.74
PROMISSORY NOTE
$200,000.00 October 26, 2000
New York, NY
For value received, ATM Service, Ltd., a New York Corporation (the
"Borrower"), hereby unconditionally promises to pay to the order of Marvel
Worldwide, Ltd., at 2500 Hamilton Boulevard, South Plainfield, NJ 07080 (the
"Lender"), in lawful money of the United States of America and in immediately
available funds, the principal sum of $200,000.00 (the "Loan"), payable on the
date and in the manner set forth below.
1. PRINCIPAL REPAYMENT. The outstanding principal amount of
the Loan is payable, in full, within 120 days from the date of the
disbursement of the Loan (the "Maturity Date").
2. INTEREST RATE. The Borrower further promises to pay
interest on the sum of the unpaid principal balance of the Loan
outstanding on each day, from the date of this Note until all of the
principal shall have been repaid in full, at the rate of $7,500.00 for
each 30-day period following the disbursement of the Loan. Interest
shall be payable at the end of each 30-day period following the
disbursement of the Loan.
3. PLACE OF PAYMENT. All amounts payable hereunder shall be
payable to the Lender in the manner specified by the Lender to the
Borrower in writing. In the event that payment is to be made by wire
transfer, such payment shall be made on a day that banks are open for
business in New York, New York.
4. PREPAYMENT. The Loan may be prepaid by the Borrower, in
whole or in part, without premium or penalty, at the end of each 30-day
period following the disbursement of the Loan.
5. APPLICATION OF PAYMENT. All payments received by the Lender
shall be applied as follows: (First) to the payment of accrued and
unpaid interest, and (Second) to the payment of principal. If any
payment received by the Lender under this Note is rescinded, avoided or
for any reason returned by the Lender because of any adverse claim or
threatened action, the returned payment shall remain payable as an
obligation under this Note as though such payment had not been made.
6. DEFAULT. It shall be an event of default hereunder (an
"Event of Default") if the Borrower shall fail to make any payment due
under this Note, when due, and the Borrower shall fail to cure such
default within 10 days following the Borrower's receipt of written
notice of default from the Lender.
If an Event of Default should occur, the Lender may, at its option,
without demand upon or notice to the Borrower, declare the full amount of the
principal sum remaining unpaid to be due and payable immediately, with interest
as aforesaid, anything to the contrary
<PAGE>
herein notwithstanding; and payment of the same may be enforced and recovered in
whole or in part at any time, at the option of the Lender, by the entry of
judgment on this Note and/or the issuance of execution thereon upon any real of
personal property of the Borrower and/or by exercising any other rights or
remedies available to the Lender by law.
7. WAIVER. The Borrower waives presentment and demand for
payment, notice of dishonor, protest and notice of protest of this
Note, and shall pay all costs of collection when incurred, including,
without limitation, reasonable attorney's feed, costs and other
expenses.
8. ATTORNEY'S FEES. In the event of default by the Borrower
(or its assignee) in the payment of principal due on this Note, the
Lender shall be entitled to receive and the Borrower (or its assignee)
agrees to pay all reasonable costs of collection incurred by the
Lender, including, without limitation, reasonable attorney's fees, in
any trial, arbitration, or administrative proceeding, or in any
appellate or bankruptcy proceeding.
9. GOVERNING LAW. This Note shall be governed by, and
construed enforced in accordance with, the laws of the State of New
York, excluding conflict of law principles that would cause the
application of laws of any other jurisdiction.
10. SUCCESSORS AND ASSIGNS. The provisions of this Note shall
inure to the benefit of and be binding on any successor to the Borrower
and shall extend to any permitted holder hereof.
11. NOTICES. Any notices required to be delivered under this
Note shall be in writing and either shall be delivered in person with
receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, or by telecopy and confirmed by
telecopy answerback addressed as follows:
(a) If to the Lender, at:
Marvel Worldwide, Ltd.
2500 Hamilton Boulevard
South Plainfield, NJ 07080
Attention: President
(b) If to the Borrower, at:
ATM Service, Ltd.
424 Madison Avenue
New York, NY 10017
Attention: President
12. WAIVERS BY THE BORROWER. The Borrower hereby waives and
releases all errors, defects and imperfections in any proceedings
instituted by the Lender under the terms of this Note, as well as all
benefits that might accrue to the Borrower by
<PAGE>
virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process or extension of
time for payment.
13. PAST DEFAULTS. Failure on the part of the Lender to
exercise any right or remedy hereunder, whether before or after the
happening of default, shall not constitute a waiver thereof and no
waiver of any past default shall constitute a waiver in a future
default, or of any other default. No failure to accelerate the debt
evidenced hereby by reason of default hereunder, or acceptance of a
past due installment or indulgence granted from time to time shall be
construed to be a waiver of the right to insist upon prompt payment
thereafter or to impose late charges retroactively or prospectively or
shall be deemed a novation of this Note or as a reinstatement of the
debt evidenced hereby or the waiver of such right of acceleration or
any other right; and the Borrower hereby expressly waives the benefit
of any statute or rule or law or equity which would produce a result
contrary or in conflict with the foregoing.
14. MODIFICATION. This Note may not be changed orally, but
only by an agreement in writing signed by the party or parties against
whom the Agreement is sought to be enforced.
15. SEVERABILITY OF PROVISIONS. If any clause or provision of this
Note is or becomes un-constitutional, illegal, invalid or unenforceable
because of present or future laws, the remaining clauses and provision of
this Note shall not be affected thereby and shall remain fully
enforceable.
16. CURRENCY. All amounts payable under this Note are payable
in lawful money of the United States. Checks will constitute payment
only when collected.
IN WITNESS WHEREOF, the undersigned has executed this Note as of date
first written above.
ATM SERVICE, LTD.
By: /s/ Thomas Settineri
-------------------------------------
Name: Thomas Settineri
Title: President
