PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, Benchmark Merchant Partners, L.P.
("Benchmark") jointly and severally promise to pay to the order of Bethurum
Laboratories, Inc., (the "Holder") the sum of ONE-HUNDRED-THOUSAND
U.S. Dollars ($100,000.00 USD), together with interest of six percent (6%) per
annum on the unpaid balance. Said sum shall be paid in the manner following:
Payment in full of principal and accrued interest to Bethurum
Laboratories, Inc. upon execution by the parties thereto of the Agreement and
Plan of Reorganization among and between a Suitable Reorganization Candidate
and Bethurum Laboratories, Inc. (the "Closing") or close of business, 5:00
p.m., Central Standard Time on December 31, 2000, whichever occurs sooner.
All payments shall be first applied to the interest and the balance to
principal.
This note may be prepaid, at any time, in whole or in part, without
penalty.
Holder shall assign or transfer said debt and the stock collateral
pledged hereunder.
The Promissory Note and the accompanying Pledge of Shares will be
assigned as directed by Bethurum's current Board of Directors upon closing of
the Securities Purchase Agreement.
The Promissory Note obligation can be assumed with the mutual consent of
Benchmark and the current members of the Board of the Directors of Bethurum.
Such consent shall not be unreasonably withheld.
This note shall at the option of any holder hereof be immediately due
and payable upon the occurrence of any of the following:
Failure to make any payment due hereunder within days of its due date.
Breach of any condition of any security interest, mortgage, pledge
agreement or guarantee granted as collateral security for this note.
Breach of any condition of any security agreement or mortgage, if any,
having a priority over any security agreement or mortgage on collateral
granted, in whole or in part, as collateral security for this note.
Upon the death, dissolution or liquidation of any of the undersigned, or
any endorser, guarantor or surety hereto.
Upon the filing by any of the undersigned of an assignment for the
benefit of creditors, bankruptcy, or for relief under any provisions of the
Bankruptcy Code; or by suffering an involuntary petition in bankruptcy or
receivership not vacated within thirty days.
In the event this note shall be in default, and placed with an attorney
for collection, then the undersigned agree to pay all reasonable attorney fees
and costs of collection. Payments not made within five days of due date shall
be subject to a late charge of ten percent (___ 10%) of said payment. All
payments hereunder shall be made to such address as may from time to time be
designated by any holder hereof.
In the event the Closing does not occur on or before December 31, 2000,
Benchmark has the option to authorize and direct Leonard Burningham, Trustee,
to return the 17,000,000 pre-split restricted Bethurum common stock shares
held in Escrow, pursuant to the Pledge of Shares agreement, to the current
members of the Board of Directors of Bethurum, which in turn shall effect the
return of the shares to treasury or caused the cancellation of the shares in
return for/and the consideration of the forgiveness and cancellation of the
$100,000 Promissory Note and the payment by Bethurum to Benchmark of an
additional $75,000 USD. The cancellation and return of the Promissory Note
and the $75,000 payment by Bethurum shall be considered as liquidated damages.
The $125,000 in consideration paid to Bethurum by Benchmark, in turn, will be
treated as liquidated damages and both parties hereto agree to waive all
causes of action against the other and hold the other harmless.
The undersigned and all other parties to this note, whether as
endorsers, guarantors or sureties, agree to remain fully bound hereunder until
this note shall be fully paid and waive demand, presentment and protest and
all notices thereto, and further agree to remain bound, notwithstanding any
extension, modification, waiver, or other indulgence by any holder or upon the
discharge or release of any obligor hereunder or to this note, or upon the
exchange, substitution, or release of any collateral granted as security for
this note. No modification or indulgence by any holder hereof shall be
binding unless in writing; and any indulgence on any one occasion shall not be
an indulgence for any other of future occasion. Any modification or change of
terms, hereunder granted by any holder hereof, shall be valid and binding upon
each of the undersigned, notwithstanding the acknowledgment of any of the
undersigned, and each of the undersigned does hereby irrevocably grant to each
of the others a power of attorney to enter into any such modification on their
behalf. The rights of any holder hereof shall be cumulative and not
necessarily successive. This note shall take effect as a sealed instrument
and shall be construed, governed and enforced in accordance with the laws of
the State of Utah.
Undersigned,
BENCHMARK MERCHANT PARTNERS, L.P.
Dated:
By:
<PAGE>
PLEDGE OF SHARES OF STOCK
("Pledge Agreement")
FOR VALUE RECEIVED, the undersigned hereby deposits and pledges with
Leonard Burningham, Esquire, Trustee for Bethurum Laboratories, Inc.
("Pledgee") as collateral security to secure the payment of: USD
$100,000.00 Promissory Note made payable to Bethurum Laboratories, Inc. by
Benchmark Merchant Partners, L.P. due upon execution of the Agreement and
Plan of Reorganization with a Suitable Reorganization Candidate and
Bethurum Laboratories, Inc. or close of business on December 31, 2000,
whichever occurs first.
The following shares of stock described as (17,000,000) shares of
stock of Bethurum Laboratories, Inc. being stock certificate number:
_____.
It is understood and agreed:
Pledgee shall assign or transfer said debt and the stock collateral
pledged hereunder.
The Promissory Note and the accompanying Pledge of Shares will be
assigned as directed by Bethurum's current Board of Directors
upon closing of the Securities Purchase Agreement.
In the event there shall be a stock dividend or further issue of
stock in the Corporation to the undersigned, the undersigned
shall pledge said shares as additional collateral for the debt.
During the pendancy of this agreement, the Pledgee shall collect all
dividends declared on the stock and shall credit the amount of
the dividends as a part payment of the interest and principal
on the debt secured by the pledge.
During the pendancy of this agreement, the Pledgor shall have the
right to vote the stock at meetings of the corporation so long
as the Pledgor is not in default of any term(s) of this
agreement and so long as the Pledgor is not in default with
respect to the payment of principal or interest as called for
by the debt agreement. In order to insure Pledgor can vote
under the terms of this agreement, Pledgee agrees to execute
proxies in the Pledgor's name as such proxies shall be
required.
The undersigned warrants and represents it has good title to the
shares being pledged, they are free from other liens and
encumbrances, and the undersigned has full authority to
transfer said shares as collateral security.
In the event of default of payment of the debt, or breach of this
pledge agreement, the Pledgee or holder shall have full rights
to foreclose on the pledged shares and exercise its rights as a
secured party pursuant to Article 9 of the Uniform Commercial
Code; said rights being cumulative with any other rights the
Pledgee may have against the undersigned.
SIGNED UNDER SEAL this ____ day of _____________, _______
Undersigned,
BENCHMARK MERCHANT PARTNERS, L.P.
Dated:
By:
