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EXHIBIT 6.20
PROMISSORY NOTE
$82,500.00 As of May 1st, 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 Eighty-Two Thousand and Five Hundred Dollars
($82,500.00), together 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, payable semiannually commencing on May 1st, 2000.
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 30th, 2002.
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
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and notice of any kind or of dishonor, all of which are hereby expressly
waived. The 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 Holder's
rights or remedies on account of any past or future default shall be deemed
to have been waived by Holder's 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 28th 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
