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EXHIBIT 3.4
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS
(COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
LAWS, OR (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE LAWS.
DATE: FEBRUARY 8, 2000
NOTE # 01 U.S.$385,000.00
NURESCELL INC.
SERIES 2000-A EIGHT PERCENT (8%) CONVERTIBLE PROMISSORY NOTE
DUE DECEMBER 1, 2001
THIS NOTE is one of a duly authorized issue of Notes (a "Note" or the
"Notes") of Nurescell Inc., a corporation duly organized and validly existing
under the laws of the State of Nevada, U.S.A. (the "Company") designated as its
Series 2000-A Eight Percent (8%) Convertible Notes Due December 1, 2001, in an
aggregate principal face value for all Notes of this series of Three Hundred
Eighty Five Thousand and no/100 United States Dollars (US$385,000.00).
FOR VALUE RECEIVED, the Company promises to pay to THE TRITON PRIVATE
EQUITIES FUND, L.P., the registered holder hereof and its successors and assigns
(the "Holder"), the principal sum of Three Hundred Eighty Five Thousand and
no/100 United States Dollars ($385,000.00) on December 1, 2001 (the "Maturity
Date"), and to pay interest on the principal sum outstanding, at the rate of
eight percent (8%) per annum due and payable in quarterly installments in
arrears, on June 30, September 30, December 31 and March 31 of each year during
the term of this Note, with the first such payment to be made on March 31, 2000.
Accrual of interest on the outstanding principal amount, payable in cash or
Common Stock (defined hereinafter) at the Company's option, shall commence on
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the date hereof and shall continue until payment in full of the outstanding
principal amount has been made or duly provided for. The interest so payable
will be paid to the person in whose name this Note (or one or more predecessor
Notes) is registered on the records of the Company regarding registration and
transfers of the Note (the "Note Register"); provided, however, that the
Company's obligation to a transferee of this Note arises only if such transfer,
sale or other disposition is made in accordance with the terms and conditions of
that Securities Purchase Agreement of even date herewith between the Company and
The Triton Private Equities Fund, L.P. (the "Securities Purchase Agreement").
The principal of, and interest on, this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the Note Register of the Company as designated in writing by the Holder hereof
from time to time. The Company will pay the outstanding principal of and any and
all accrued and unpaid interest due upon this Note on the Maturity Date, less
any amounts required by law to be deducted or withheld, to the record Holder of
this Note as of the fifth business day (as defined in the Securities Purchase
Agreement) prior to the Maturity Date and addressed to such Holder at the last
address appearing on the Note Register. The forwarding of such funds shall
constitute a payment of outstanding principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on this Note to
the extent of the sum represented by such payment plus any amounts so deducted
or withheld. Except as herein provided, this Note may not be prepaid without the
prior written consent of the Holder. Interest may at the Company's option be
paid in Common Stock, with the number of shares of Common Stock to be delivered
in payment of such interest determined by taking the dollar amount of interest
being paid divided by [the average of the closing bid prices for the Common
Stock for the ten (10) trading days prior to the due date of such interest
payment multiplied by ninety percent (.90)].
This Note is subject to the following additional provisions:
1. NOTE EXCHANGEABLE. The Note is exchangeable commencing thirty (30)
days from the date hereof for an equal aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering the
same, but not of denominations of less than Fifty Thousand United States Dollars
(US$50,000.00) without the Company's written consent. No service charge will be
made for such registration or transfer or exchange.
2. WITHHOLDING. The Company shall be entitled to withhold from all
payments of principal or interest pursuant to this Note any amounts required to
be withheld under the applicable provisions of the United States income tax or
other applicable laws at the time of such payments.
3. TRANSFER/EXCHANGE OF NOTE; REGISTERED HOLDER; OPINION OF COUNSEL;
LEGEND. This Note has been issued subject to investment representations of the
original purchaser hereof and may be transferred or exchanged only in compliance
with the Securities Act of 1933, as amended (the "1933 Act") and applicable
state securities laws. Prior to due presentment for transfer of this Note, the
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Company and any agent of the Company may treat the person in whose name this
Note is duly registered on the Company's Note Register as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company nor any such agent
shall be affected or bound by notice to the contrary.
The Holder understands and acknowledges by its acceptance hereof that (i)
except as provided in the Securities Purchase Agreement and in that Registration
Rights Agreement attached as Exhibit C to the Securities Purchase Agreement (the
"Registration Rights Agreement"), both such documents incorporated herein by
reference, this Note and the shares of common stock in the Company issuable upon
conversion thereof as herein provided ("Conversion Shares") have not been and
are not being registered under the 1933 Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (a)
subsequently registered thereunder, or (b) the Holder shall have delivered to
the Company an opinion of counsel, reasonably satisfactory in form, substance
and scope to the Company, to the effect that the securities to be sold, assigned
or transferred may be sold, assigned or transferred pursuant to an exemption
from such registration; (ii) any sale of such securities made in reliance on
Rule 144 promulgated under the 1933 Act may be made only in accordance with the
terms of said Rule and further, if said Rule is not applicable, any resale of
such securities under circumstances in which the seller (or the person through
whom the sale is made) may be deemed to be an underwriter (as that term is
defined in the 1933 Act) may require compliance with some other regulation
and/or exemption under the 1933 Act or the rules and regulations of the United
States Securities and Exchange Commission (the "SEC") thereunder; and (iii)
neither the Company nor any other person is under any obligation to register
such securities under the 1933 Act or any state securities laws (other than
pursuant to the terms of the Securities Purchase Agreement and the Registration
Rights Agreement) or to comply with the terms and conditions of any exemption
thereunder.
Any Conversion Shares issued upon conversion of this Note, and if
applicable, any common stock of the Company issued in payment of interest as
herein provided, shall, if and only to the extent required by law, bear legends
in similar form to the legends set forth on the first page of this Note.
4. CONVERSION OF NOTE INTO COMMON STOCK; REDEMPTION BY THE COMPANY.
(a) The Holder of this Note is entitled, at its option, at any time
commencing the earlier of (i) the date on which the Registration Statement (as
defined in the Securities Purchase Agreement) is declared effective by the SEC;
or (ii) the date which is one hundred twenty (120) days after the date first
written at the top of this Note, to convert all or a portion of the original
principal face amount of this Note into shares of common stock in the Company,
$.0001 par value per share (defined herein as the "Common Stock"), at a
conversion price (the "Conversion Price") for each share of Common Stock equal
to the lesser of (x) one hundred twenty-five percent (125%) of the closing bid
price for the Common Stock on the date of issuance of this Note, or (y) a
percentage (the "Applicable Percentage") of the average of the three (3) lowest
closing bid prices for the Common Stock for the twenty (20) trading days
immediately preceding the Conversion Date (as hereinafter defined), as reported
on the
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National Association of Securities Dealers OTC Bulletin Board Market (or on such
other national securities exchange or market as the Common Stock may trade at
such time). The Applicable Percentage shall be equal to the following: (i) for
conversions made on or before 120 days after the date of this Note, 105%; (ii)
for conversions made between 121 and 150 days after the date of this Note, 103%;
(iii) for conversions made between 151 and 180 days after the date of this Note,
100%; (iv) for conversions made between 181 and 210 days after the date of this
Note, 97%; or (v) for conversions made after 210 days after the date of this
Note, 95%.
Any conversion of this Note shall be achieved by submitting to the Company
the fully completed form of conversion notice attached hereto as Exhibit I (a
"Notice of Conversion"), executed by the Holder of this Note evidencing such
Holder's intention to convert this Note or the specified portion (as herein
provided) hereof. A Notice of Conversion may be submitted via facsimile to the
Company at the telecopier number for the Company provided in the Securities
Purchase Agreement (or at such other number as requested in advance of such
conversion in writing by the Company), and if so submitted the original Notice
of Conversion shall be delivered to the Company within two (2) business days
thereafter. The Company and the Holder shall each keep records with respect to
the portion of this Note then being converted and all portions previously
converted; upon receipt by the Holder of the requisite Conversion Shares, the
outstanding principal amount of the Note shall be reduced by the amount
specified in the Notice of Conversion resulting in such Conversion Shares. The
Company may from time to time, but is not required to, instruct the Holder and
the Holder shall surrender this Note along with the Notice of Conversion for the
purposes of making a notation thereon as to the amount of principal being
converted, or of canceling this Note and issuing a new Note in the same form
with the principal amount of such Note reduced by the amount converted. Such new
or notated Note shall be delivered to the Holder within three (3) business days
after such Holder's surrender to the Company. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share. Accrued interest on
the converted portion of the Note shall be payable upon conversion thereof, in
cash or Common Stock at the Conversion Price, at the Company's option. The date
on which a notice of conversion is given (the "Conversion Date") shall be deemed
to be either the date on which the Company receives from the Holder an original
Notice of Conversion duly executed, or, if earlier, the date set forth in such
Notice of Conversion if the original Notice of Conversion is received by the
Company within two (2) business days thereafter.
In all cases, the Company shall deliver the Conversion Shares to the Holder
within three (3) business days after the Conversion Date with respect to such
Conversion Shares being delivered, and at the address specified in the Notice of
Conversion. The Company acknowledges that the Securities Purchase Agreement
requires that the Company pay liquidated damages for late or non-delivery of
Conversion Shares.
Subject to the provisions of Paragraph 4(b) hereof, at the Maturity Date,
the remaining portion of this Note which remains unconverted, if any, plus
accrued interest shall be automatically converted into shares of Common Stock as
of the Maturity Date, as if the Holder had converted the remaining
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portion of this Note according to the provisions of this Section 4, with the
Conversion Date being equivalent in such event to the Maturity Date, as if the
Holder had provided the Company with a Notice of Conversion with respect to the
outstanding principal amount of this Note on the Maturity Date. Other than a
conversion made on the Maturity Date in accordance with this paragraph,
conversions of this Note must be effected in increments of at least Ten Thousand
U.S. Dollars ($10,000) of principal amount of this Note (or such lesser
outstanding principal amount of this Note).
(b) Notwithstanding anything herein to the contrary, the Company shall
have the right (but not the obligation) to redeem all or any portion of this
Note, provided the Company is not then in violation of any of its obligations
under this Note or under the Securities Purchase Agreement or any addenda
thereto, under the following conditions. At any time prior to delivery of any
Notice of Conversion (in this Section 4(b), a "Notice") to the Company by the
Holder in accordance with the terms of this Note, the Company may give to the
Holder notice (a "Redemption Notice") that it intends to pay the Holder the Cash
Redemption Amount (as hereinafter defined) with respect to all or such portion
of the Note referred to in the Redemption Notice. The "Cash Redemption Amount"
shall be equal to one hundred percent (100%) of the face amount of the portion
of the Note to be redeemed pursuant to the Redemption Notice, and shall be paid
to the Holder according to the Holder's written instructions to the Company
within three (3) business days after delivery of the Redemption Notice with
respect to such Note or portion thereof to be redeemed. If the Company does not
redeem within the time limits herein specified and according to the terms of
this Section 4(b), then unless waived by the Holder, the Redemption Notice shall
be null and void, and the Holder may convert all or such portion of this Note as
the Holder in its discretion determines. The Company may not redeem any portion
of the Note for which a Notice of Conversion has been submitted prior to or
within three (3) business days after a Redemption Notice is delivered to the
Holder.
5. OBLIGATIONS OF THE COMPANY HEREIN ARE UNCONDITIONAL. No provision of
this Note shall alter or impair the obligation of the Company, which obligation
is absolute and unconditional, to repay the principal amount of this Note at the
time, place, rate, and in the coin currency, hereinabove stated. This Note and
all other Notes now or hereafter issued in replacement of this Note on the same
or similar terms are direct obligations of the Company. This Note ranks at least
equally with all other Notes now or hereafter issued under the terms set forth
herein. The Conversion Price and number of shares of Common Stock issuable upon
conversion shall be subject to adjustment from time to time as provided in
Section 6 below.
6. ADJUSTMENTS.
(a) In the event the Company should at any time or from time to time,
after the date of this Note, fix a record date for the effectuation of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock (equal to at least ten percent
(10%) or more of the Company's then issued and outstanding shares of Common
Stock) or other securities or rights
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convertible into, or entitling the holder thereof to receive directly or
indirectly additional shares of Common Stock (hereinafter referred to as "Common
Stock Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend, distribution, split
or subdivision if no record date is fixed), then unless the Conversion Price is
otherwise automatically adjusted in accordance with the terms of this Note, the
Conversion Price shall be appropriately decreased so that the number of shares
of Common Stock issuable on conversion of this Note shall be increased in
proportion to such increase in the aggregate number of shares of Common Stock
outstanding and those issuable with respect to such Common Stock Equivalents.
(b) If the number of shares of Common Stock outstanding at any time after
the date of this Note is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the
Conversion Price shall be appropriately increased so that the number of shares
of Common Stock issuable upon conversion of this Note shall be decreased in
proportion to such decrease in outstanding shares.
(c) In the event the Company, at any time while all or any portion of this
Note is outstanding, shall be consolidated with or merged into any other
corporation or corporations or shall sell or lease all or substantially all of
its property and business as an entirety, then lawful provisions shall be made
as part of the terms of such consolidation, merger, sale or lease so that the
holder of this Note may thereafter receive in lieu of such Common Stock
otherwise issuable to such holder upon conversion of this Note, but at the
conversion rate which would otherwise be in effect at the time of conversion, as
hereinbefore provided, the same kind and amount of securities or assets as may
be issuable, distributable or payable upon such consolidation, merger, sale or
lease with respect to Common Stock of the Company.
7. RESERVATION OF SHARES. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of this Note, such number of its shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the outstanding principal amount, and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of this Note, in addition to such other remedies as
shall be available to Holder, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase the number of
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including without limitation, using its best
efforts to obtain the requisite stockholder approval necessary to increase the
number of authorized shares of the Company's Common Stock.
8. NOTE HOLDER NOT DEEMED A STOCKHOLDER. No Holder, as such, of this Note
shall be entitled (prior to conversion of this Note into Common Stock, and only
then to the extent of such conversion) to vote or receive dividends or be deemed
the holder of shares of the Company for any
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purpose, nor shall anything contained in this Note be construed to confer upon
the Holder hereof, as such, any of the rights of a stockholder of the Company or
any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Note of the Conversion Shares which he or she is then entitled to receive
upon the due conversion of all or a portion of this Note. Notwithstanding the
foregoing, the Company will provide the Holder with copies of the same notices
and other information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.
9. NO LIMITATION ON CORPORATE ACTION. No provisions of this Note and no
right or option granted or conferred hereunder shall in any way limit, affect or
abridge the exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its Certificate of Incorporation, reorganize, consolidate or
merge with or into another corporation, or to transfer all or any part of its
property or assets, or the exercise of any other of its corporate rights and
powers.
10. REPRESENTATIONS OF HOLDER. Upon conversion of all or a portion of this
Note, the Holder shall confirm in writing, in a form reasonably satisfactory to
the Company, that the Conversion Shares so purchased are being acquired solely
for the Holder's own account and not as a nominee for any other party, and that
such Holder is an Accredited Investor (as defined in Rule 501(a) of Regulation D
promulgated under the 1933 Act). The Company acknowledges that Holder's duly
executed certification on the Notice of Conversion is satisfactory confirmation
of the facts set forth in the immediately preceding sentence. If such Holder
cannot make such representations because they would be factually incorrect, it
shall be a condition to such Holder's conversion of all or a portion of the Note
that the Company receive such other representations as the Company considers
reasonably necessary to assure the Company that the issuance of its securities
upon conversion of the Note shall not violate any United States or state
securities laws.
11. WAIVER OF DEMAND, PRESENTMENT, ETC. The Company hereby expressly
waives demand and presentment for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor, notice of acceleration or intent to accelerate,
bringing of suit and diligence in taking any action to collect amounts called
for hereunder and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereunder, regardless of and without any notice,
diligence, act or omission as or with respect to the collection of any amount
called for hereunder.
12. ATTORNEY'S FEES. The Company agrees to pay all costs and expenses,
including without limitation reasonable attorney's fees, which may be incurred
by the Holder in collecting any amount due under this Note or in enforcing any
of Holder's conversion rights as described herein.
13. DEFAULT. If one or more of the following described "Events of Default"
shall occur:
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(a) The Company shall continue in default in the payment of principal
or interest on this Note for a period of ten (10) days after a notice
of default is received by the Company with respect to any such
payment, or the Company shall not timely honor any Notice of
Conversion as specified herein and in the Securities Purchase
Agreement; or
(b) Any of the representations or warranties made by the Company
herein, in the Securities Purchase Agreement, the Registration Rights
Agreement, or in any certificate or financial or other written
statement heretofore or hereafter furnished by or on behalf of the
Company in connection with the execution and delivery of this Note or
the Securities Purchase Agreement or the Registration Rights Agreement
shall be false or misleading in any material respect at the time made
and the Holder shall have provided seven (7) days prior written notice
to the Company of the alleged misrepresentation or breach of warranty
and the same shall continue uncured for a period of seven (7) days
after such written notice from the Holder; or
(c) The Company shall fail to perform or observe, in any material
respect, any other covenant, term, provision, condition, agreement or
obligation of the Company under this Note or the Securities Purchase
Agreement and such failure shall continue uncured for a period of
seven (7) days after written notice from the Holder of such failure;
or
(d) The Company shall either: (i) become insolvent; (ii) admit
in writing its inability to pay its debts generally or as they become
due; (iii) make an assignment for the benefit of creditors or commence
proceedings for its dissolution; or (iv) apply for, or consent to the
appointment of, a trustee, liquidator, or receiver for its or for a
substantial part of its property or business; or
(e) A trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business without
the Company's consent and such appointment is not discharged within
sixty (60) days after such appointment; or
(f) Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume
custody or control of the whole or any substantial portion of the
properties or assets of the Company and shall not be dismissed within
sixty (60) days thereafter; or
(g) Any money judgment, writ or Note of attachment, or similar
process in excess of Two Hundred Thousand United States Dollars
(US$200,000.00) in the aggregate shall be entered or filed against the
Company or any of its properties or assets and shall remain unpaid,
unvacated, unbonded or unstayed for a period of fifteen (15) days or
in any event later than five (5) days prior to the date of any
proposed sale thereunder; or
(h) Bankruptcy, reorganization, insolvency or liquidation proceedings
or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or
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against the Company and, if instituted against the Company, shall not
be dismissed within sixty days after such institution or the Company
shall by any action or answer approve of, consent to, or acquiesce in
any such proceedings or admit the material allegations of, or default
in answering a petition filed in, any such proceeding; or
(i) The Company shall have its Common Stock delisted from the OTC
BULLETIN BOARD Market or suspended from trading thereon, and shall not
have its Common Stock relisted on the same or another national
securities exchange (other than the National Quotation Bureau, Inc.,
"pink sheets" market), or have such suspension lifted, as the case may
be, within ninety days after such delisting or suspension; or
(j) The Company shall have received a notice of default on the
payment of any debt(s) aggregating in excess of Two Hundred Thousand
United States Dollars (US$200,000.00) beyond any applicable grace
period;
then, or at any time thereafter, and in any and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
in one instance shall not be deemed to be a waiver in another instance or for
any other prior or subsequent Event of Default) at the option of the Holder and
in the Holder's sole discretion, the Holder may immediately accelerate the
maturity hereof, whereupon all principal and interest hereunder shall be
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Company, anything
herein or in any Note or other instrument contained to the contrary
notwithstanding, and the Holder may immediately, and upon the expiration of any
period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law or equity.
14. NOTE A GENERAL UNSECURED OBLIGATION OF THE COMPANY. This Note
represents a general unsecured obligation of the Company. No recourse shall be
had for the payment of the principal of, or the interest on, this Note, or for
any claim based thereon, or otherwise in respect hereof, against any
incorporator, shareholder, officer, director, or agent of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
15. ENFORCEABILITY. In case any provision of this Note is held by a
court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.
16. ENTIRE AGREEMENT. This Note and Exhibit I attached hereto, the
Securities Purchase Agreement and the Exhibits attached thereto and the
Registration Rights Agreement and the Exhibits
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attached thereto (if any) constitute the full and entire understanding between
the Company and the Holder with respect to the subject matter hereof and
thereof. Neither this Note nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the
Company and the Holder.
17. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the state of Delaware without giving effect to
applicable principles of conflict of law.
18. HEADINGS. Headings in this Note are for convenience only, and
shall not be used in the construction of this Note.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized, all as of the date first
hereinabove written.
NURESCELL INC.
By: _________________________________________
Mr. Adrian A. Joseph, CEO
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EXHIBIT I
NOTICE OF CONVERSION
(To Be Executed by the Registered Holder in Order to Convert the Note)
The Undersigned hereby irrevocably elects to convert $_______________
of the Eight Percent (8%) Convertible Note Due December 1, 2001, No. 01, into
shares of Common Stock of Nurescell Inc. (the "Company"), according to the terms
and conditions set forth in such Note, as of the date written below. If
securities are to be issued to a person other than the Undersigned, the
Undersigned agrees to pay all applicable transfer taxes with respect thereto.
The Undersigned represents that it, as of this date, is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D promulgated by
the SEC under the 1933 Act.
The Undersigned also represents that the Conversion Shares are being
acquired for the Holder's own account and not as a nominee for any other party.
The Undersigned represents and warrants that all offers and sales by the
Undersigned of the Conversion Shares shall be made pursuant to registration of
the same under the 1933 Act, or pursuant to an exemption from registration under
the 1933 Act. The Undersigned acknowledges that the Conversion Shares shall if
(and only if) required by law contain the legend contained on page 1 of the
Note.
Conversion Date:*
---------------------
Applicable Conversion Price:
------------------------------
Holder (Print True Legal Name):
--------------------------------------
---------------------------------------------------------
(Signature of Duly Authorized Representative of Holder)
Address of Holder:
---------------------------
---------------------------
---------------------------
* This original Notice of Conversion must be received by the Company by the
second business day following the Conversion Date.
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