<PAGE>
PROMISSORY NOTE
(INTEREST INCLUDED)
$9,428.52 Tustin, California, April 20, 2000
In installments and at the times hereinafter stated, for value
received College Bound Student Alliance, Inc., ("CBSA") promises to pay to
Constance J. Cooper ("Lender") or order, at 140 S. Beth Circle, Anaheim,
California 92806-3831 the principal sum of Nine Thousand Four Hundred Twenty
Eight and 52/100 Dollars, with interest from April 20, 2000 on the amounts of
principal remaining from time to time unpaid, until said principal sum is
paid, at the rate of 12.900 per cent, per annum. Principal and interest due
in monthly installments of Two Hundred Twenty Seven and 94/100 Dollars,
($ 227.94), or more on the 1st day of each and every month, beginning on the
1st day of May, 2000 and continuing until said principal sum and the interest
thereon has been fully paid.
The principal balance and accrued interest is due and payable to the Lender
within fifteen (15) business days of CBSA's receipt of Four Million Dollars
($4,000,000) in private or public investor funding. In the event that CBSA's
Four Million Dollars ($4,000,000) investor funding is not completed within
three (3) years from the date of this note, all unpaid principal and accrued
interest shall be due and payable in full on April 20, 2003.
This note shall be considered in default if not paid in full or if principal
or accrued interest due to the Lender is not paid within seven (7) business
days written notice. Should default occur, the entire amount of unpaid
principal and accrued interest shall, at the option of the Lender, become
immediately due and payable. Principal and interest payable in lawful money
of the United States of America.
The undersigned agrees, in the event of default, to pay reasonable costs of
collection, including attorney's fees incurred by the Lender, in connection
with the collection of this Note. The
<PAGE>
undersigned hereby waives presentment, demand, protest, notice of protest,
notice of dishonor, notice on nonpayment, and notice of any kind with respect
to this Note or any guarantee of it.
This note is assignable by the Lender and the benefits and rights hereunder
inure to the benefit of the Lender's assigns, heirs, and beneficiaries.
This note is secured by (i) two (2) separate Security Agreements of even date
and are perfected by UCC-1 Financing Statements on file with the California
Secretary of State, signed by College Bound Student Alliance, Inc. and
College Foundation Planners, Inc., (ii) a CBSA, Irrevocable Stock Proxy of
even date and (iii) a Pledge Agreement - Possessory Security Interest in
Stock Certificates by CBSA of even date.
College Bound Student Alliance, Inc.
A Colorado Corporation
/s/ Jerome M. Lapin, C.E.O.
-------------------------------------
Jerome M. Lapin, C.E.O.
/s/ Janice A. Jones
-------------------------------------
Janice A. Jones, Corporate Secretary
2
<PAGE>
PROMISSORY NOTE
(INTEREST INCLUDED)
$25,860.41 Tustin, California, April 20, 2000
In installments and at the times hereinafter stated, for value received
College Bound Student Alliance, Inc., ("CBSA") promises to pay to Constance
J. Cooper ("Lender") or order, at 140 S. Beth Circle, Anaheim, California
92806-3831 the principal sum of Twenty Five Thousand Eight Hundred Sixty and
41/100 Dollars, with interest from April 20, 2000 on the amounts of principal
remaining from time to time unpaid, until said principal sum is paid, at the
rate of 10.125 per cent, per annum. Principal and interest due in monthly
installments of Two Hundred Thirty and 57/100 Dollars, ($230.57), or more on
the 1st day of each and every month, beginning on the 1st day of May, 2000
and continuing until said principal sum and the interest thereon has been
fully paid.
The principal balance and accrued interest is due and payable to the Lender
within fifteen (15) business days of CBSA's receipt of Four Million Dollars
($4,000,000) in private or public investor funding. In the event that CBSA's
Four Million Dollars ($4,000,000) investor funding is not completed within
three (3) years from the date of this note, all unpaid principal and accrued
interest shall be due and payable in full on April 20, 2003.
This note shall be considered in default if not paid in full or if principal
or accrued interest due to the Lender is not paid within seven business (7)
days written notice. Should default occur, the entire amount of unpaid
principal and accrued interest shall, at the option of the Lender, become
immediately due and payable. Principal and interest payable in lawful money
of the United States of America.
The undersigned agrees, in the event of default, to pay reasonable costs of
collection, including attorney's fees incurred by the Lender, in connection
with the collection of this Note. The
<PAGE>
undersigned hereby waives presentment, demand, protest, notice of protest,
notice of dishonor, notice on nonpayment, and notice of any kind with respect
to this Note or any guarantee of it.
This note is assignable by the Lender and the benefits and rights hereunder
inure to the benefit of the Lender's assigns, heirs, and beneficiaries.
This note is secured by (i) two (2) separate Security Agreements of even date
and are perfected by UCC-1 Financing Statements on file with the California
Secretary of State, signed by College Bound Student Alliance, Inc. and
College Foundation Planners, Inc., (ii) a CBSA, Irrevocable Stock Proxy of
even date and (iii) a Pledge Agreement-Possessory Security Interest in Stock
Certificates by CBSA of even date.
College Bound Student Alliance, Inc.
A Colorado Corporation
/s/ Jerome M. Lapin
----------------------------
Jerome M. Lapin, C.E.O.
/s/ Janice A. Jones
-----------------------------
Janice A. Jones, Corporate Secretary
2
<PAGE>
PROMISSORY NOTE
(INTEREST INCLUDED)
$206,251.70 Tustin, California, April 20, 2000
In installments and at the times hereinafter stated, for value received
College Bound Student Alliance, Inc., ("CBSA") promises to pay to Constance
J. Cooper ("Lender") or order, at 140 S. Beth Circle, Anaheim, California
92806-3831 the principal sum of Two Hundred Six Thousand Two Hundred Fifty
One and 70/100 Dollars, with interest from April 20, 2000 on the amounts of
principal remaining from time to time unpaid, until said principal sum is
paid, at the rate of 7.125 per cent, per annum. Principal and interest due in
monthly installments of One Thousand Four Hundred One and 33/100 Dollars,
($1,401.33), or more on the 1st day of each and every month, beginning on the
1st day of May, 2000 and continuing until said principal sum and the interest
thereon has been fully paid.
The principal balance and accrued interest is due and payable to the Lender
within fifteen (15) business days of CBSA's receipt of Four Million Dollars
($4,000,000) in private or public investor funding. In the event that CBSA's
Four Million Dollars ($4,000,000) investor funding is not completed within
three (3) years from the date of this note, all unpaid principal and accrued
interest shall be due and payable in full on April 20, 2003.
This note shall be considered in default if not paid in full or if principal
or accrued interest due to the Lender is not paid within seven (7) business
days written notice. Should default occur, the entire amount of unpaid
principal and accrued interest shall, at the option of the Lender, become
immediately due and payable. Principal and interest payable in lawful money
of the United States of America.
The undersigned agrees, in the event of default, to pay reasonable costs of
collection, including attorney's fees incurred by the Lender, in connection
with the collection of this Note. The
<PAGE>
undersigned hereby waives presentment, demand, protest, notice of protest,
notice of dishonor, notice on nonpayment, and notice of any kind with respect
to this Note or any guarantee of it.
This note is assignable by the Lender and the benefits and rights hereunder
inure to the benefit of the Lender's assigns, heirs, and beneficiaries.
This note is secured by (i) two (2) separate Security Agreements of even date
and are perfected by UCC-1 Financing Statements on file with the California
Secretary of State, signed by College Bound Student Alliance, Inc. and
College Foundation Planners, Inc., (ii) a CBSA, Irrevocable Proxy of even
date and (iii) a Pledge Agreement -- Possessory Security Interest in Stock
Certificates by CBSA of even date.
College Bound Student Alliance, Inc.
A Colorado Corporation
/s/ Jerome M. Lapin
---------------------------------------
Jerome M. Lapin, C.E.O.
/s/ Janice A. Jones
---------------------------------------
Janice A. Jones, Corporate Secretary
2
<PAGE>
SECURITY AGREEMENT
THIS AGREEMENT is made this 20th day of April 2000 by and between,
College Bound Student Alliance, Inc., a Colorado corporation, hereinafter
called DEBTOR, and Constance J. Cooper hereinafter called SECURED PARTY.
DEBTOR, for a valuable consideration, receipt of which is hereby
acknowledged, grants, conveys and transfers to SECURED PARTY, a (purchase
money) security interest in the personal property located at 14081 South
Yorba Street, Suites 106 and 112, Tustin, California 92780, hereinafter
described in Exhibit A hereto, incorporated herein and made a part hereof,
which personal property is hereafter called COLLATERAL, to secure payment of
three (3) separate Promissory Notes from DEBTOR to SECURED PARTY dated
April 20, 2000 as follows, in the sum of Nine Thousand Four Hundred Twenty
Eight and 52/100 Dollars ($9,428.52); Twenty Five Thousand Eight Hundred
Sixty and 41/100 Dollars, ($25,860.41) and Two Hundred Six Thousand Two
Hundred Fifty One and 70/100 Dollars ($206,251.70) or a total combined
Promissory Note principal sum of Two Hundred Forty One Thousand Five Hundred
Forty and 63/100 Dollars ($241,540.63), together with interest and/or
carrying charges as therein provided.
DEBTOR and SECURED PARTY do further mutually agree as follows:
1. The COLLATERAL shall be kept and/or installed on or at the
premises above designated and shall not be sold or removed without the
written consent of the SECURED PARTY first had and obtained, except inventory
sold by the DEBTOR in the ordinary course of his business and proceeds
thereof which shall be deposited in DEBTOR'S bank account.
2. DEBTOR shall not replace or make material alterations in the
COLLATERAL without prior written consent of the SECURED PARTY first had and
obtained.
3. DEBTOR warrants that he has title to the COLLATERAL free of all
liens and security interests except as created by this agreement.
4. DEBTOR shall at his own expense keep the COLLATERAL insured in an
amount not less than its full insurable value against loss by fire, vandalism
and malicious mischief, storm, earthquake and extended coverage, and DEBTOR
shall cause SECURED PARTY to be named loss payee in such insurance and
furnish to SECURED PARTY
<PAGE>
written evidence thereof. Risk of loss to the COLLATERAL shall at all times
be upon DEBTOR notwithstanding possession of the COLLATERAL or any part
thereof by SECURED PARTY. DEBTOR waives the requirement of reasonable care
imposed upon SECURED PARTY by Uniform Commercial Code Section 9207.
5. DEBTOR shall permit SECURED PARTY at all reasonable times to
enter upon the premises where the COLLATERAL is situated and inspect the same
in person or by agent; any refusal to permit such entry and inspection shall
be a breach of this Security Agreement.
6. If the COLLATERAL or any part hereof is located on business
premises for which any Municipal, County or State permit or license is
required, the issuance of any citation, accusation or revocation of such
permit or license shall be a breach of this Security Agreement.
7. DEBTOR shall at his own expense make all reasonable necessary
repairs to the COLLATERAL, keep the COLLATERAL free and clear of liens and
encumbrances of any sort and pay all taxes, assessments and other charges
made against the COLLATERAL.
8. If the DEBTOR becomes insolvent, or a petition in bankruptcy or
for appointment of a receiver or for any other relief under any law for the
benefit of insolvents is filed by or against the DEBTOR, or the DEBTOR makes
an assignment for the benefit of creditors, or the COLLATERAL is attached or
levied upon, then any of the foregoing events shall be, at the option of the
SECURED PARTY, a breach of this Security Agreement.
9. If the COLLATERAL or any part thereof is located at premises
leased to or rented by the DEBTOR, a failure of the DEBTOR's part to pay rent
or otherwise abide by the terms, covenants and conditions under which he
leases or occupies the premises shall be, at the election of the SECURED
PARTY, a breach of this Security Agreement. Breach or default under the terms
and conditions of that certain Lease Agreement by and between EMS Development
and College Foundation Planners, Inc., dated July 12, 1999, shall be, at the
election of the SECURED PARTY, a breach of this Security Agreement.
10 SECURED PARTY may assign his rights or interest hereunder Upon
such assignment, DEBTOR shall be obligated to render performance hereunder to
said assignee. DEBTOR waives any and all claims or defenses assertable
against the SECURED PARTY and subsequent assignees of SECURED PARTY except
defenses which cannot be waived under the Uniform Commercial Code, and DEBTOR
specifically waives his rights under Civil Code Section 1542.
2
<PAGE>
11. SECURED PARTY shall have the right upon default to give notice to and
collect from any account-debtor of DEBTOR herein or obligor of an instrument
under which DEBTOR herein has any rights. SECURED PARTY shall also have the
right upon default to take control of any proceeds to which DEBTOR may be
entitled tinder Uniform Commercial Code Section 9306.
12. The COLLATERAL described in Exhibit A shall include without
limitation the products and proceeds of the COLLATERAL as defined in Uniform
Commercial Code Section 9306 (1).
13. Except as limited by Uniform Commercial Code Section 9204 (4), the
SECURED PARTY shall have a security interest in all personal property
hereafter acquired by DEBTOR which personal property is the same or similar
to the COLLATERAL described in Exhibit A.
14. This SECURITY AGREEMENT also secures any and all renewals of the
promissory note described hereinabove, the repayment of all sums and amounts
that may be necessarily advanced or expended by the SECURED PARTY for the
maintenance or preservation of the COLLATERAL, any and all other sums that
may hereafter by advanced by the SECURED PARTY pursuant to the provisions
hereof or for the benefit of or at the instance of the DEBTOR, and any and
all other indebtness and obligations of DEBTOR to SECURED PARTY that may
hereafter be incurred, to the total maximum extent and amount of a sum equal
to ten times the original face amount of the promissory note referred to
herein.
15. DEBTOR agrees that should he become in default under or breach this
Security Agreement, he will pay to SECURED PARTY all costs reasonable
incurred by the SECURED PARTY for the purpose of enforcing his rights
hereunder, including, but not limited to, the costs of locating the DEBTOR,
costs of locating the COLLATERAL, foreclosure, or money damages, should any of
such actions be commenced, and a reasonable fee for the services of any
attorney should one be employed by the SECURED PARTY for consultation,
drafting documents, sending notices or instituting, prosecuting or defending
litigation.
16. Should any paragraph, clause or provision of this Security Agreement
be construed or interpreted by a Court of competent jurisdiction to be void,
invalid or unenforceable, such decision shall affect only those paragraphs,
clauses or provisions so construed or interpreted, and shall in no event
affect the remaining paragraphs, clauses or provisions of this agreement
which shall remain enforceable.
3
<PAGE>
17. Notices whenever required by this Security Agreement shall be deemed
actually served upon deposit in any United States postal box, postage prepaid
and properly addressed to the intended recipient.
18. In the event of a breach by the DEBTOR of any provision of this
Security Agreement or any of the terms of the promissory note secured hereby,
following seven (7) business days notice to DEBTOR and the failure of DEBTOR
to cure during said period, then the full balance of principal, interest
and/or carrying charges under the promissory note shall immediately become
due and payable at the option of the SECURED PARTY. No delay or omission by
the SECURED PARTY to exercise any right or remedy accruing upon any breach
shall impair any such right or remedy, nor shall it be construed to be a
waiver of any such default or an acquiescence therein, nor shall it affect
any subsequent default of the same or of a different nature
19. Upon any breach of this Security Agreement by DEBTOR the SECURED
PARTY may pursue any remedy available at law or in equity as the same shall
from time to time be available under the laws then in force and in addition
and not by way of limitation, the SECURED PARTY shall have the right to
pursue any of the following remedies either separately, successively or
concurrently, to wit
(a) File suit and obtain judgment and in conjunction with said suit
SECURED PARTY may avail himself of any and all ancillary remedies provided by
law including but not limited to levy of attachment and garnishment.
(b) With demand and without legal process take possession of the
COLLATERAL. For this purpose DEBTOR authorizes SECURED PARTY to enter upon
any premises where the COLLATERAL or any part hereof may be located and
secure same by removing and changing locks if necessary. DEBTOR further
agrees upon demand of SECURED PARTY to assemble and make the COLLATERAL
available to the SECURED PARTY at the Bekins Van and Storage Company office
nearest the place where the COLLATERAL was last kept. Upon taking or
obtaining possession of the COLLATERAL the SECURED PARTY may:
(1) Propose to retain the COLLATERAL in satisfaction of the
obligation owing by the DEBTOR by giving notice of such proposal
in accordance with Uniform Commercial Code Section 9505;
(2) Sell the COLLATERAL at public or private sale in accordance with
Uniform Commercial Code Section 9504
4
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(c) Without taking possession, sell, lease or otherwise dispose of the
COLLATERAL at public or private sale in accordance with Uniform Commercial
Code Section 9504. DEBTOR specifically covenants and agrees that he will
remain liable for any deficiency permitted by law.
20. This Security Agreement embodies the whole agreement between the
parties and no representation warranty or guaranty has been made to DEBTOR
which is not expressly set forth herein; all of the benefits hereof accruing
to the SECURED PARTY shall accrue to his assignee, or any subsequent
assignee, and DEBTOR waives as against any assignee all rights of recoupment,
setoff counter-claim, or rights of enforcement which DEBTOR may have or might
claim against SECURED PARTY and as to all parties, DEBTOR waives all statutes
of limitation in any way affecting the time in which SECURED PARTY may
enforce his rights hereunder or plead such rights in defense.
21. This Security Agreement shall inure to the benefit of and shall be
binding upon the heirs, legatees, executors, administrators, successors and
assigns of the parties hereto. Words used in the masculine gender include the
feminine and neuter; the singular number includes the plural and the plural
includes the singular where the context of the agreement so requires. Time is
of the essence of this agreement.
22. EACH PARTY REPRESENTS THAT IT HAS BEEN ADVISED OF THE DESIRABILITY
OF HAVING INDEPENDENT LEGAL ADVICE. PRIOR TO EXECUTION HEREOF, EACH PARTY HAS
TAKEN SUCH TIME AS IT DEEMED NECESSARY TO CONSULT WITH INDEPENDENT LEGAL
COUNSEL. EACH PARTY AGREES THAT IT HAS NOT RELIED ON ANY STATEMENTS AND/OR THE
ADVICE OF ANY ESCROWHOLDER, BROKER OR PLEDGEHOLDER IN EXECUTING THIS
AGREEMENT. IF THE TRANSACTION IS PART OF AN ESCROW, EACH PARTY HOLDS
ESCROWHOLDER FOR THE TRANSACTION FREE AND HARMLESS FROM ANY LOSS OR LIABILITY
SUSTAINED IN THE TRANSACTION OR THE EFFORTS TO ENFORCE ANY ASPECT OF THE
TRANSACTION, THIS SECURITY AGREEMENT OR ANY OTHER AGREEMENTS BETWEEN THE
PARTIES RESULTING FROM THE TRANSACTION. EACH PARTY ACKNOWLEDGES THAT THIS
AGREEMENT IS A STANDARDIZED FORM AND MODIFICATIONS MAY BE SUITABLE FOR THE
TRANSACTION WHICH HAVE NOT BEEN CONSIDERED.
23. This Security Agreement shall be governed and interpreted under
California law.
5
<PAGE>
24. The foregoing terms, conditions and provisions of this agreement
have been read and are understood and agreed to by each of the parties hereto.
Receipt of a copy of this Security Agreement is hereby acknowledged by each
party hereto.
25. The Collateral is further secured by information contained on a
Financing (Form UCC-1) Statement on file with the California Secretary of
State.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and
year first above written at Tustin, California.
College Bound Student Alliance, Inc.
/s/ Jerome M. Lapin /s/ Constance J. Cooper
---------------------------------- -----------------------------------
y: Jerome M. Lapin, C.E.O. Constance J. Cooper
/s/ Janice A. Jones
------------------------------------
Janice A. Jones, Corporate Secretary
Mailing Address: College Bound Residence Address: Constance J. Cooper
Student Alliance, Inc. 140 S. Beth Circle
5275 DTC Pkwy, Anaheim, CA 92806-3831
Suite 110
Englewood, CO 80111
6
<PAGE>
EXHIBIT A
All of the furniture and fixtures, equipment, accounts, contract rights,
leasehold, leasehold improvements, collateral, inventory, tangible and
intangible assets of College Foundation Planners, Inc. including trademarks,
tradenames, computer systems, software, software contracts, receivables, cash
in checking accounts, proceeds of the same or similar type hereinafter
acquired by the Debtor located in the premises located at 14081 South Yorba
Street, Suite 106, and 112 in the City of Tustin, County of Orange, State of
California, as more specifically set forth, but not limited to those items
set forth herein.
