Exhibit 4.1
THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER COUNTRY, AND MAY NOT BE OFFERED, SOLD TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
ORDER PRO LOGISTICS, INC.
CONVERTIBLE DEBENTURE
No. 1
Total Principal Amount: $50,000 November 7, 2000
FOR VALUE RECEIVED, the undersigned, ORDER PRO LOGISTICS, INC., a Nevada
corporation (the "Company"), hereby promises to pay to the order of Corporate
Financial Ventures, LLC, a Limited Liability Company, or assigns (the "Holder"),
in lawful money of the United States of America, and in immediately payable
funds, the principal sum of Fifty Thousand dollars ($50,000), with interest
thereon, both before and after default until paid, at the rate of ten percent
(10%) per annum, upon the terms and conditions set forth herein.
1. MATURITY DATE/INTEREST PAYMENTS. The Company shall pay to the Holder
quarterly interest payments in cash with the first payment due on November 6,
2001. Upon conversion of this Debenture as allowed in this Agreement, all
accumulated but unpaid interest shall be extinguished. This Debenture shall
mature and all principal and accrued interest shall be fully due and payable by
the Company to Holder on November 6, 2001 (the "Maturity Date"). Interest shall
be computed on the actual days in a year and the actual number of days elapsed.
2. CONVERTIBILITY. This Debenture may be converted by the Holder at any
time beginning upon execution of this Debenture and ending upon the Maturity
Date at a conversion rate of one (1) share of Company Common Stock (the
"Shares") per ($.30) principal amount of this Debenture. No accrued interest
will be paid upon conversion. The Shares to be issued upon conversion shall not
be subject to any liens, security interests, pledges, encumbrances, charges,
restrictions, demands or claims of any other party whatsoever. Company shall use
its best efforts to expeditiously file with and have declared effective by the
Securities and Exchange Commission a registration statement in an appropriate
form to register the Shares issuable upon conversion of this Debenture to ensure
that Company will have freely tradable stock available to Holder in the event
Holder elects to convert this Debenture to Shares.
3. PREPAYMENT. The Company may prepay this Debenture prior to the Maturity
Date and prior to the receipt of a conversion election, in whole or in part, at
any time.
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4. TRANSFERABILITY. This Debenture shall be freely transferable by the
Holder provided such transfer is in compliance with applicable federal and state
securities laws.
5. TERMINATION. Holder may terminate funding this Debenture immediately
upon the occurrence of any of the following events:
a. Bankruptcy or insolvency of the Company;
b. Serious violations (SEC, Reporting, or other) that would adversely
affect the Company's publicly traded stock; or
c. A prohibition against selling Company product(s) in the United States.
6. DEFAULT. In the event of the Company's failure to pay the principal and
interest due hereunder within ten (10) days following the Maturity Date, Holder
shall have the option, by written notice to the Company, to declare the unpaid
principal amount due to Holder, together with all accrued interest thereon,
immediately due and payable. In the event Company fails to cure the default
within twenty (20) days of the date of receipt of the written notice by Holder,
Holder may pursue any legal remedy available to Holder.
7. NOTICES. Notices to be given hereunder shall be in writing and shall be
deemed to have been sufficiently given if delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if overseas), return receipt requested, or by telex, facsimile transmission,
telegram or similar means of communication. Notice shall be deemed to have been
received on the date of personal delivery, telex, facsimile transmission,
telegram or similar means of communication, or if sent by overnight courier or
messenger, shall be deemed to have been received on the next delivery day after
deposit with the courier or messenger, or if sent by certified or registered
mail, return receipt requested, shall be deemed to have been received on the
fifth business day after the date of mailing. The Parties shall give written
notice of any change of address to each other.
8. INVESTOR STATUS. By providing the principal amount(s) set forth in this
Debenture, Holder acknowledges and certifies that this Debenture represents a
highly speculative investment and that Holder's personal financial situation is
such that (i) Holder can afford to hold the Debenture for an indefinite period
of time and to sustain a complete loss of this investment, and (ii) Holder has
adequate means of providing for Holder's current needs and possible
contingencies and has no need for liquidity in this investment in the Company.
By virtue of Holder's knowledge and experience in financial and business
matters, Holder is capable of evaluating the merits and risks of an investment
in the securities.
Holder, if a corporation, partnership, trust or other form of business
entity, (i) is authorized and otherwise duly qualified to purchase and hold the
Debenture, (ii) has obtained such additional tax and other advice that it has
deemed necessary, and (iii) has not been formed for the specific purpose of
acquiring the Debenture.
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Holder consents to the affixing by the Company of such legends on
certificates representing the securities as any applicable federal or state
securities law may require from time to time. Holder further acknowledges and
certifies that in evaluating the suitability of an investment in the Company,
Holder has relied on Holder's own independent investigations and has not relied
upon any representations or other information (whether oral or written) from the
Company, and its officers, directors, agents, employees or representatives.
Holder acknowledges that in making the decision to invest in the Company, Holder
has, prior to any purchase of the securities, been given the information on the
Company, its business, and its financials, had access and opportunity to examine
this offer, and had an opportunity to ask questions of, and to receive answers
from, the Company or any person acting on its behalf concerning the terms and
conditions of this offering. Holder has been furnished with access to all
publicly available materials relating to the business, finances, and operations
of the Company and material relating to the offer and sale of the securities
which have been requested. Holder has received complete and satisfactory answers
to any such inquiries. Holder acknowledges that Holder has not received any
formal disclosure document regarding this investment, and Holder is an
accredited investor as defined in Rule 501 of Regulation D of the Securities Act
of 1933, as amended.
9. GOVERNING LAW. This Debenture shall be governed by and construed and
interpreted in accordance with the laws of the state of Nevada applicable to
contracts made and to be performed entirely therein, without giving effect to
the rules and conflicts of law.
10. ATTORNEYS FEES. In the event of default by the Company requiring the
Holder or any assignee thereof to refer this Debenture to an attorney for
collection, the Company agrees to pay all reasonable costs and expenses incurred
in attempting or effecting collection hereunder, including reasonable attorney's
fees, whether or not suit is instituted.
11. MODIFICATION. This Debenture may be modified or amended only by an
agreement in writing signed by the party against whom the agreement is sought to
be enforced.
12. CONFORMITY WITH LAW. All agreements between the Company and Holder are
expressly limited, so that in no event or contingency whatsoever, whether by
reason of the advancement of the proceeds of this Debenture, acceleration of
maturity of the unpaid principal balance, or otherwise, shall the amount paid or
agreed to be paid to Holder of this Debenture for the use, forbearance, or
detention of the money to be advanced under this Debenture exceed the highest
lawful rate permissible under applicable usury laws. If, under any circumstances
whatsoever, fulfillment of any provision of this Debenture or any other
agreement pertaining hereto, after timely performance of such provision is due,
shall involve transcending the limit of validity prescribed by law which a court
of competent jurisdiction deems applicable, then, ipso facto, the obligations to
be fulfilled shall be reduced to the limit of such validity, and if, under any
circumstances whatsoever, Holder shall ever receive as interest an amount that
exceeds the highest lawful rate, the amount that would be excessive interest
shall be applied to the reduction of the unpaid principal balance under this
Debenture and not to the payment of interest, or, if such excessive interest
exceeds the unpaid balance of principal under this Debenture, such excess shall
be refunded to Company. This provision shall control every other provision of
all agreements between Company and Holder.
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IN WITNESS WHEREOF, the Company and Holder have executed this Debenture as
of November__, 2000.
The Company
ORDER PRO LOGISTICS, INC.,
a Nevada corporation
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By:
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Its:
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Corporate Financial Ventures, LLC
By:
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