INTERACTIVE MARKETING TECHNOLOGY, INC.
PROMISSORY NOTE
May 8th, 2000 $ 100,000.00
FOR VALUE RECEIVED, Interactive Marketing Technology, Inc., a Nevada
corporation (the "Company" or "Payor"), hereby promises to pay to GREGORY
HAEHN, an individual with an address at 2890 Attleboro Rd., Shaker Heights,
Ohio, 44120 (the "Payee"), or its assigns, in lawful money of the United
States, the principal amount of one hundred thousand dollars ($100,000),
together with all interest accrued thereon calculated from the date hereof in
accordance with the provisions of Section 1 hereof.
1. Accrual of Interest. Interest will accrue on the unpaid principal
amount of this Note from and after the date hereof on a daily basis at the
rate per annum equal to 10.0%. Interest shall be payable on the outstanding
balance hereof upon payment of the principal amount of this Note.
2. Maturity Date.
(a) The unpaid principal balance of this Note (together with
interest accrued thereon) shall become due and payable on the earlier of (i)
the date of receipt of any payments on the outstanding accounts receivable
from QVC or Sam's Club, (ii) July 31, 2000 and (iii) the occurrence of an
Event of Default; provided, however, that in the case of any payment received
as described in clause (i), only the amount of principal of this Note equal to
such payment shall become due and payable.
(b) This Note shall be redeemable by the Company at any time
following the date hereof at a redemption price equal to one hundred percent
(100%) of the principal amount hereof, plus all accrued and unpaid interest.
3. Events of Default.
(a) Definition. For purposes of this Note, an Event of Default
shall be deemed to have occurred if:
(i) Payor fails to pay when due any amount (whether
interest, principal or other amount) then due or payable on this Note on the
date due;
(ii) Payor fails to perform or observe any other provision
contained in this Note and such failure continues unremedied for a period of
ten (10) days after the Payee notifies Payor of such breach; or
(iii) Payor makes an assignment for the benefit of creditors
or admits in writing its inability to pay its debts generally as they become
due; or an order, judgment or
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decree is entered adjudicating Payor bankrupt or insolvent; or any order for
relief with respect to Payor is entered under the Bankruptcy Code of 1978, as
amended; or Payor petitions or applies to any tribunal for the appointment of
a custodian, trustee, receiver or liquidator, or commences any proceeding
relating to itself under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against Payor.
(b) Consequences of Events of Default.
(i) If any Event of Default (other than the type described
in Section 3(a)(iii) hereof has occurred, the Payee may demand (by written
notice delivered to Payor) immediate payment of all or any portion of the
outstanding principal amount of this Note, together with any and all accrued
interest thereon, which amount shall become due and payable upon such demand.
If an Event of Default of the type described in Section 3(a)(iii) has
occurred, then all of the outstanding principal amount of this Note together
with any and all accrued interest thereon shall automatically be immediately
due and payable without any action on the part of the Payee.
(ii) Payee shall also have any other rights which such
holder may have been afforded under this Note at any time and any other rights
which such holder may have pursuant to applicable law.
4. Amendment and Waiver. Except as otherwise expressly provided
herein, the provisions of this Note may not be amended and Payor may not take
any action prohibited herein, or omit to perform any act required to be
performed by it herein, unless Payor has obtained the prior written consent of
the holder of this Note.
5. Cancellation. After all obligations for the payment of money
arising under this Note have been paid in full, this Note will be surrendered
to Payor for cancellation.
6. Notices; Place of Payment. Any notice hereunder shall be in writing
and shall be delivered by recognized courier, facsimile or certified mail,
return receipt requested, and shall be conclusively deemed to have been
received by a party hereto and to be effective on the day on which delivered
or facsimiled to such party at its address set forth below (or at such other
address as such party shall specify in writing):
If to Payor: Interactive Marketing Technology, Inc.
3575 Cahuenga Boulevard West
Suite 390
Hollywood, California 90068
Attention: President and Chief Executive Officer
If to Payee: Gregory Haehn
________________
________________
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All payments to be made under this Note are to be delivered to the holder
at such address or to the attention of such person as the holder may designate
by prior written notice to Payor. At the request of the holder of this Note,
all payments shall be made by check or by wire transfer of immediately
available funds to an account which the holder may designate from time to
time.
7. Waiver of Presentment, Demand, Dishonor.
(a) Payor hereby waives presentment for payment, protest, demand,
notice of protest and diligence with respect to this Note, and waives and
renounces all rights to the benefits of any statute of limitations or any
moratorium, appraisement, exemption, or homestead now provided or that
hereafter may be provided by any federal or applicable state statute,
including but not limited to exemptions provided or allowed under the
Bankruptcy Code against the enforcement and collection of the obligations
evidenced by this Note and any and all extensions, renewals and modifications
hereof.
(b) No failure on the part of any holder of this Note to exercise
any right or remedy hereunder with respect to Payor, whether before or after
the happening of an Event of Default, shall constitute waiver of any such
Event of Default or of any other Event of Default by such holder or on behalf
of any other holder. No failure to accelerate the debt of Payor evidenced
hereby by reason of an Event of Default or indulgence granted from time to
time shall be construed to be a waiver of the right to insist upon prompt
payment thereafter, or shall be deemed to be a novation of this Note or a
reinstatement of such debt evidenced hereby or a waiver of such right of
acceleration or any other right, or be construed so as to preclude the
exercise of any right any holder of this Note may have, whether by the laws of
the state governing this Note, by agreement or otherwise, and Payor hereby
expressly waives the benefit of any statute or rule of law or equity that
would produce a result contrary to or in conflict with the foregoing.
8. Governing Law. The validity, construction and interpretation of
this Note shall be governed by and construed in accordance with the internal
laws of the State of Calfiornia.
9. Transfer; Assignment. This Note may not be negotiated, assigned or
transferred by Payor at any time, except with Payee's prior written consent.
10. Entire Agreement. This Promissory Note contains the entire
agreement of the parties and supersedes all other agreements, understandings
and representations, oral or otherwise, between the parties with respect to
the matters contained herein. This Note shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors, assigns,
heirs, administrators, fiduciaries, next of kin and executors. Section
headings used herein are for convenience only and shall not affect the meaning
or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, Payor has executed and delivered this Promissory Note
on the date first written above.
INTERACTIVE MARKETING TECHNOLOGY, INC.
/s/ Sandy Lang
By: _____________________________
Name:
Title:
SCHEDULE OF PROMISSORY NOTES
Note dated May 17, 2000
Payee: Sandy Lang, an individual
Amount: $46,000
Note dated May 30, 2000
Payee: Sandy Lang, an individual
Amount: $30,000
