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EXHIBIT 6.19
PROMISSORY NOTE
$165,000.00 as of April 6, 2000
FOR VALUE RECEIVED, Nurescell Inc., a Nevada corporation, promises to pay
to Glenn A. Cramer, as Trustee of the Glenn A. Cramer Separate Property Trust
dated September 1, 1987 (the "Holder") or its order at 3134 Bel Air Drive,
Las Vegas, Nevada 89109, or at such other place as the Holder may in writing
designate, the principal sum of One Hundred and Sixty Five Thousand Dollars
($165,000.000), with interest on the principal amount from time to time
outstanding (computed on the basis of a 360 day year) at an annual rate equal
to ten percent (10%) per annum. Notwithstanding anything to the contrary
contained herein, the interest rate shall at no time exceed the maximum
interest rate permitted under applicable usury laws. If the interest rate at
any time is determined to exceed such maximum rate, then the interest rate to
be applied herein shall be the maximum interest rate permitted by such
applicable usury laws.
The entire principal amount outstanding under this Note, together with
all accrued but unpaid interest shall be due and payable on April 5, 2001.
Principal and interest are payable in lawful money of the United States.
Each payment shall be credited first to accrued and unpaid interest, if any,
and the remainder on principal. The undersigned shall have the privilege of
paying all or any portion of the principal amount outstanding hereunder
without penalty at any time. Upon each payment of principal or interest by
the undersigned, the Holder shall make a notation of such payment on this
Note.
Upon the occurrence of any of the following events ("Events of Default"):
a. The failure of the undersigned to pay any principal or interest
due under this Note on the date such amounts are required to be paid and such
failure shall continue for five (5) days after the date such payment was due;
b. The undersigned becomes insolvent as defined in the Federal
Bankruptcy Code, admits in writing its insolvency or its present or
prospective inability to pay its debts generally as they become due, makes or
proposes to make an assignment for the benefit of creditors or commences or
proposes to commence any bankruptcy or insolvency proceeding;
then, and in any such event, Holder may declare, by notice of default given
to the undersigned, the entire amount of principal and accrued but unpaid
interest under this Note to be due and payable, whereupon the entire
principal amount of this Note outstanding shall become due and payable
without presentment, demand, protest and notice of any kind or of dishonor,
all of which are hereby expressly waived. The
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Holder may waive any one or more of such Events of Default but no delay or
omission on the part of the Holder in exercising any right or remedy
hereunder shall operate as a waiver of any right or remedy hereunder or of
any other right or remedy available at law or in equity. A waiver on one
occasion shall not be construed as a bar to or waive of any such right or
remedy on any future occasion.
If an Event of Default shall occur hereunder, the undersigned shall pay
all costs and expenses, including attorney's fees, incurred by the Holder in
collecting or attempting to collect amounts due under this Note or otherwise
in enforcing Holder's rights hereunder. The right to plead any and all
statutes of limitation as a defense to a demand hereunder is hereby waived to
the fullest extent permitted by law. None of the provisions hereof and none of
Holders' rights or remedies on account of any past or future default shall be
deemed to have been waived by Holders' acceptance of any past due payment or
by an indulgence granted by Holder to the undersigned. The undersigned, for
itself and its successors and assigns, waives presentment, demand, protest
and notice thereof of dishonor and diligence in collecting or bringing suit.
It is hereby agreed that time is of the essence of this Note.
Any notice to the undersigned required under this Note shall be in
writing and shall be delivered in person, by reputable overnight courier or
by registered or certified mail, postage prepaid with return receipt
requested, to the undersigned at its registered office in the state of
Nevada, or such other address as the undersigned may have furnished the
Holder in writing.
This Note is executed and delivered this 6th day of April 2000 and is
effective as of the date first written above. This Note shall be governed by,
and construed in accordance with, the laws of the State of Nevada, without
regard to choice of the law principles.
IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed and delivered as of the day and year first above written.
NURESCELL INC.
A Nevada Corporation
By: /s/ ADRIAN A. JOSEPH
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Adrian A. Joseph
CEO
