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EXHIBIT 10.2
PROMISSORY NOTE
$100,000.00 Los Angeles, California
August 16, 2000
1. For value received, the undersigned, SOLUTIONSAMERICA, INC., a
Delaware corporation (the "Borrower"), promises to pay to Christopher Sax, an
individual residing at 5711 Owensmouth Avenue #105, Woodland Hills, California
91367 (the "Lender"), the principal sum of ONE HUNDRED THOUSAND DOLLARS
($100,000.00) (the "Principal"), together with interest on the Principal at the
rate equal to 1% per month, and a Five Thousand Dollar ($5,000) Loan Fee (the
"Loan Fee"). Interest shall accrue on the Principal only, and not the Loan Fee.
Accrued interest shall be due and payable when and as the Principal balance is
due payable. The entire unpaid balance of Principal and all accrued but unpaid
interest thereon shall be due and payable upon first proceeds of the anticipated
financing of Borrower.
2. If the Borrower defaults in the payment of Principal or interest when
due pursuant to the terms hereof, then unless otherwise prohibited by law, the
Lender shall have the option, without demand or notice, to declare the entire
Principal balance of this Note, together with all accrued and unpaid interest,
to be immediately due and payable. In connection with any occurrence of an event
described above, the Lender shall have a right of set-off with respect to any
sums owing to the Borrower by the Lender for any reason and any sums owing to
the Lender hereunder.
3. This Note is a full-recourse note.
4. If an action is instituted for collection of this Note, the Borrower
agrees to pay court costs and reasonable attorney's fees incurred by the holder
hereof.
5. This Note may be amended or modified, and provisions hereof may be
waived, only by the written agreement of the Borrower and the Lender. No delay
or failure by the Lender in exercising any right, power or remedy hereunder
shall operate as a waiver of such right, power or remedy, and a waiver of any
right, power or remedy on any one occasion shall not operate as a bar or waiver
of any such right, power or remedy on any other occasion. Without limiting the
generality of the foregoing, the delay or failure by the Lender for a period of
time to enforce collection of any amounts due hereunder shall not be deemed to
be a waiver of any rights of the Lender under contract or under law. The rights
of the Lender under this are in addition to any other rights and remedies which
the Lender may have.
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6. The Principal and all accrued but unpaid interest may be prepaid
without penalty, in whole or in part, at any time. All amounts payable hereunder
shall be payable in lawful money of the United States of America.
7. This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of California.
IN WITNESS WHEREOF, the undersigned executes this Note as of the date
first written above.
SOLUTIONSAMERICA, INC.,
a Delaware corporation
By:
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Gary Horowitz, President
and Chief Operating Officer
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SolutionsAmerica, Inc.
Loan Subordination
Lender Name: Presburger Family Trust
Amount Loaned to SolutionsAmerica, Inc.: $200,000
Interest Rate: 10% per annum
The Lender described above hereby (i) subordinates its right to
repayment of all monies owed such Lender to the right of Citadel Management
Corporation ("Citadel") to repayment of all amounts owed under that certain
Promissory Note dated May 24, 2000 (the "Loan") executed by SolutionsAmerica,
Inc., and (ii) agrees that Lender shall not be repaid any amounts loaned or
interest thereon until Citadel has been repaid in full. The undersigned hereby
acknowledges that Citadel would not make the Loan to SolutionsAmerica, Inc.
without execution of this Subordination by Lender.
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Name: Roger Presburger
Title: Trustee
