EXHIBIT 4.2
RETRIEVAL DYNAMICS
INFORMATION MANGEMENT FOR THE PROFESSIONAL
CONVERTIBLE PROMISSORY NOTE
March 1, 2000
FOR VALUE RECEIVED, RETRIEVAL DYNAMICS CORPORATION, A Florida Corporation, whose
address is 630 S. Orange Avenue, Suite 102, Sarasota, Fl. 34243, ("Maker")
promises to pay to Clifford L. Tager ("Lender"), whose address is 57 North
Street, Danbury, Connecticut, 06810, or his (her) assignee the principal sum of
Fifteen Thousand Dollars ($15,000.00) together with interest as follows:
* Simple interest shall accrue on the unpaid principal balance at a rate of
Nine Percent (9%) per annum and payable at maturity.
* The principal balance and any accrued but unpai interest hereunder is due
and shall be payable in not more than thirty days (30days) following one of
the following events:
1. The Maker enters into or performs an Initial Public Offering for its'
Common Stock under the Securities and Exchange Act of 1933.
2. The Maker enters into an agreement to merger, or reverse merger with
another Corporation.
3. The Maker enters into an agreement to sell or cause to be sold the
Stock of the Corporation under a but-out agreement.
Should the Maker effect or cause to affect the events stipulated under (1), (2)
or (3) above, the Lender, at his /her sole discretion has the right to:
* Request payment of principal and interest
* Convert the Promissory Note and interest, into the Common Stock of the
Maker or the surviving Corporation. If available, the Lender may request
Preferred Stock.
* Convert any part of the principal and interest due, into The Common Stock
of the Maker or the surviving Corporation. The Lender may request Preferred
Stock if available.
The Lender, upon election of his/her conversion option, shall have the right to
acquire the Common Stock, Preferred if available, of the Maker or the surviving
Corporation at a price equal to Fifty Percent (50%) of the market price at the
time of offering. In the event that the Nasdaq- OTC price structure is used, the
price shall be computed at Fifty Percent (50%) of the average, BID / ASK price,
at the time of offering.
IN WITHNESS WHEREOF, the undersigned has caused this Note to be signed by its
duly authorized Officer, and this Note to be dated this 1st day of March 2000.
RETRIEVAL DYNAMICS CORPORATION
By: /s/ Peter Voghel
Name: Peter Voghel
Title: President and Chief Executive Officer
