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EXHIBIT 10.5
Promissory Note
$970,850 Los Angeles, CA
August 23, 2000
US SEARCH.COM, INC. a Delaware corporation ("US Search"), hereby promises
to pay the principal amount of NINE HUNDRED SEVENTY THOUSAND EIGHT HUNDRED FIFTY
DOLLARS ($970,850), in lawful money of the United States of America, to the
order of LYCOS, INC. ("Lycos"), a Delaware corporation, in accordance with the
terms of this Promissory Note (this "Note"). US Search's payment obligations
under this Note are non-disputed, non-contingent, fully liquidated, and for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged. The terms of this Note are as follows:
1. On November 1, 2000 and every 90 days thereafter until the Note is
satisfied, US Search shall pay Lycos the principal amount of $150,000.
2. Should US Search close any round of financing during the term of this
Note, US Search shall pay Lycos the principal amount of $200,000
within ten (10) days of receiving such financing. Payments under this
Paragraph 2 are in addition to any payments made under Paragraph 1
above. For purposes of this Note, a round of financing includes,
without limitation, the two capital injections anticipated from a
"private financing agreement" as described in US Search's form 8-K
filed with the Securities and Exchange Commission on August 3, 2000.
3. Upon paying Lycos $970,850 in accordance with the terms of this Note,
or as otherwise agreed by Lycos, US Search's obligations under this
Note shall be terminated.
4. Commencing on September 1, 2000 and payable on every first of every
month thereafter, US Search shall pay Lycos an interest payment in the
amount of ten percent (10%) per annum, calculated on the basis of 365
days per year and actual days elapsed and computed on the daily
outstanding principal balance thereof.
5. If US Search fails to pay Lycos (i) any amount due under this Note in
accordance with the above terms or (ii) any amount due under any other
agreement between US Search and Lycos, then, within ten (10) business
days of such nonpayment, US Search shall pay Lycos the entire
outstanding principal amount and interest then due, and a default
penalty in the amount of $25,000.
6. If US Search files a petition for bankruptcy, becomes insolvent, or
makes an assignment for the benefit of its creditors, or a receiver is
appointed for US Search or its business, the outstanding principal
amount and the accrued, unpaid interest shall become immediately due
and payable.
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7. US Search shall indemnify Lycos for any costs incurred by Lycos,
including reasonable attorneys' fees, arising out of or related to US
Search's failure to pay Lycos amounts due in accordance with the terms
of this Note.
8. US Search acknowledges that it has no defenses to the amount owed
Lycos pursuant to this Note.
9. This Note shall in all respects by interpreted, enforced and governed
under the laws of the Commonwealth of Massachusetts. US Search
consents to the jurisdiction of any state or federal court sitting in
the Commonwealth of Massachusetts and agrees that any action arising
out of or related to this Agreement must be brought exclusively in a
state or Federal court in the Commonwealth of Massachusetts.
10. This Note shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns.
11. This Note may be executed in counterparts, each of which shall be
treated as an original. Facsimile copies shall be treated as
originals.
12. US Search represents and warrants that the person signing this Note on
behalf of US Search is a duly authorized officer of US Search able to
bind US Search.
13. All payments under this Note shall be made by check delivered
personally, by mail, or by courier to Lycos at 400-2 Totten Pond Road,
Waltham, MA 02451, Attn: Brian Lucy.
14. US Search waives presentment, demand for payment, notice of protest
and notice of non-payment.
Signed under seal as of August 23, 2000
US SEARCH
By: /s/ BRENT COHEN
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Name: Brent Cohen
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Title: Chief Executive Officer
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