THIS NOTE HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND MAY
NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH SUCH REQUIREMENTS
OR A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE OBLIGOR THAT SUCH
TRANSFER WILL NOT RESULT IN ANY VIOLATION OF SUCH LAWS OR AFFECT THE
LEGALITY OF ITS ISSUANCE.
PROMISSORY NOTE
US$200,000 August 4, 2000
FOR VALUE RECEIVED, the undersigned, Fullcomm Technologies, Inc., a
Delaware corporation (the "Obligor"), hereby promises to pay to the order of
Viking Investment Group II, Inc., a Delaware company (the "Holder"), the
principal sum of Two Hundred Thousand Dollars ($200,000) payable as set forth
below. The Obligor also promises to pay to the order of the Holder interest on
the principal amount hereof at a rate per annum equal to ten and one-half
percent (10.5%), which interest shall be payable at such time as the principal
is due hereunder. Interest shall be calculated on the basis of the year of 365
days and for the number of days actually elapsed. Any amounts of interest and
principal not paid when due shall bear interest at the maximum rate of interest
allowed by applicable law. The payments of principal and interest hereunder
shall be made in coin or currency of the United States of America which at the
time of payment shall be legal tender therein for the payment of public and
private debts.
This Note shall be subject to the following additional terms and
conditions:
1. Payments. Subject to Section 2 hereof, all principal and interest due
hereunder shall be in one (1) installment on August 3, 2001 (the
"Maturity Date"). In the event that any payment to be made hereunder
shall be or become due on Saturday, Sunday or any other day which is a
legal bank holiday under the laws of the New York, such payment shall
be or become due on the next succeeding business day.
2. Prepayment. The Obligor and the Holder understand and agree that the
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principal amount of this Note is intended as loan to the Obligor in
anticipation of a equity or debt offering (the "Offering") by the
Obligor. In the event that the Offering raises the minimum amount of
$200,000 or more, then the entire unpaid principal amount of the Note
(together with accrued interest hereon) shall become due and
immediately payable to Holder.
3. No Waiver. No failure or delay by the Holder in exercising any right,
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power or
<PAGE>
privilege under the Note shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law. No course
of dealing between the Obligor and the Holder shall operate as a
waiver of any rights by the Holder.
4. Waiver of Presentment and Notice of Dishonor. The Obligor and all
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endorsers, guarantors and other parties that may be liable under this
Note hereby waive presentment, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance or enforcement of this Note.
5. Place of Payment. All payments of principal of this Note and the
-----------------
interest due hereon shall be made at such place as the Holder may from
time to time designate in writing.
6. Events of Default. The entire unpaid principal amount of this Note and
-----------------
the interest due hereon shall, at the option of the Holder exercised
by written notice to the Obligor forthwith become and be due and
payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, if any one or more of
the following events (herein called "Events of Default") shall have
occurred (for any reason whatsoever and whether such happening shall
be voluntary or involuntary or come about or be effected by operation
of law or pursuant to or in compliance with any judgement, decree or
order of any court or any order, rule or regulation of any
administrative or governmental body) and be continuing at the time of
such notice:
a) if default shall be made in the due and punctual payment of the
principal of this Note and the interest due thereon when and as
the same shall become due and payable, whether at maturity, or by
acceleration or otherwise, and such default have continued for a
period of five (5) days;
b) if the Obligor shall:
(i) admit in writing its inability to pay its debts generally
as they become due;
(ii) file a petition in bankruptcy or petition to take advantage
of any insolvency act;
(iii) make assignment for the benefit of creditors;
(iv) consent to the appointment of a receiver of the whole or
any substantial part of its property;
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<PAGE>
(v) on a petition in bankruptcy filed against it, be adjudicated
a bankrupt;
(vi) file a petition or answer seeking reorganization or
arrangement under the Federal bankruptcy laws or any other
applicable law or statute of the United States of America or
any State, district or territory thereof; or
c) if the court of competent jurisdiction shall enter an order,
judgment, or decree appointing, without the consent of the
Obligor, a receiver of the whole or any substantial part of the
Obligor's property, and such other, judgment or decree shall not
be vacated or set aside or stayed with ninety (90) days from the
date of entry thereof;
d) if, under the provisions of any other law for the relief or aid
of debtors, any court or competent jurisdiction shall assume
custody or control of the whole or any substantial part of
Obligor's property and such custody or control shall not be
terminated or stayed within (90) days from the date of assumption
of such custody or control; and
e) if (i) the Company sells, licenses, or otherwise transfers all or
substantially all of its assets or (ii) merges with or into
another entity.
7. Remedies. In case any one or more of the Events of Default specified
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in Section 6 hereof shall have occurred and be continuing, the Holder
may proceed to protect and enforce its rights wether by suit and/or
equity and/or by action law, whether for the specific performance of
any covenant or agreement contained in this Note or in aid of the
exercise of any power granted in this Note, or the Holder may proceed
to enforce the payment of all sums due upon the Note or enforce any
other legal or equitable right of the Holder.
8. Severability. In the event that one or more of the provisions of this
------------
Note shall for any reason be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this Note, but this Note shall be
construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
9. Governing Law This Note and the right and obligations of the Obligor
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and the Holder shall be governed by and construed in accordance with
the laws of the State of New York. Any action to enforce this Note
shall be in the federal or state court sitting in the City, County and
State of New York.
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<PAGE>
IN WITNESS WHEREOF, Fullcomm Technologies, Inc. has signed this Note this
4th day of August, 2000.
OBLIGOR:
FULLCOMM TECHNOLOGIES, INC.
By: /s/ Howard M. Weinstein
-----------------------------------
Howard M. Weinstein
Chief Executive Officer
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