<PAGE> 1
Exhibit 10.8
PROMISSORY NOTE
Roseland, New Jersey $1,000,000.00
together with interest at
the rate of 7% per annum
November 30, 1998
ON DEMAND, and for value received, the undersigned, Patrick
Lombardi and Louis Lombardi, promise to pay to the order of COOPERATIVE
COMMUNICATIONS, INC., the sum of One Million dollars and no cents
($1,000,000.00) with interest at the rate of Seven Percent (7%) per annum, from
the date hereof until fully paid. Same shall be for Thirty (30) years in 360
equal and consecutive monthly installments of $6,653.10 which includes interest
at the rate aforesaid. Payments shall be made at 420 Washington Avenue,
Belleville, New Jersey unless the holder notifies the makers in writing of a
different designated payment location. The first payment due hereunder shall be
December , 1998 and on the like day of each succeeding month thereafter until
fully paid.
1. We hereby waive presentment for payment, demand, notice of
non-payment, protest and notice of protest.
2. The unpaid balance of this loan may be prepaid in full at
any time without penalty as well as in installments of amounts no less than
$1000.00 each.
3. The following shall constitute events of default under this
note:
A. The failure to pay the holder hereof any sums owed after
due demand for payment has been made.
4. Remedies on default that are not exclusive but are in
addition to any other legal or equitable relief the holder may have or be
entitled to under any Federal or State Statute or equitable principal.
A. If an event of default described above occurs, the holder
hereof shall have the right to declare all of the principal balance and all of
the accrued but unpaid interest immediately due and payable.
5. No extension, modification or waiver of any term or
condition of this note shall be valid or binding upon the holder unless it is in
writing and signed by the holder.
6. The maker hereby waives presentment, demand for payment,
protest, notice of protest, notice of dishonor, all defenses, set-offs and
counterclaims that it might have against the payee or any holder of this note,
except for (1) limitation on maker's liability that extends only to the value of
the makers equity in the real estate which is collateralizing this promissory
note; and (2) while payee remains as a tenant of the premises, they have an
obligation to pay rent in accordance with the terms and conditions of a lease
agreement with the makers of this Note. In the event they do not pay rent nor
comply with the terms of said Note, those actions shall constitute a right of
set off to the makers, and makers failure to make payments hereunder in the
event of payee's noncompliance with the lease terms shall not constitute a
default hereunder.
7. This note is secured by real estate mortgage dated November
1998 on real property described therein and located at 420 Washington Avenue in
the Township of Belleville, County of Essex, New Jersey. In the event of any
default under this Note, then in addition to all other remedies the holder may
have, the mortgagee may institute foreclosure proceedings on the mortgages.
WITNESS:
/s/ Patrick Lombardi
--------------------
PATRICK LOMBARDI
/s/ Louis Lombardi
--------------------
LOUIS LOMBARDI
/s/ Joyce Gumina
----------------
