<PAGE> 1
EXHIBIT 10.3
PROMISSORY NOTE
$400,000.00 Los Angeles, California
August 29, 2000
1. For value received, the undersigned, Les Concierges, Inc. a
California Corporation (the "Borrower"), promises to pay to OneStop.Com, Inc. a
Delaware Corporation and wholly owned subsidiary of SolutionsAmerica, Inc., a
Delaware Corporation (the "Lender"), the principal sum of FOUR HUNDRED THOUSAND
DOLLARS ($400,000.00) (the "Principal"), together with interest on the Principal
at the rate equal to 8% per annum (the "Interest"). Monthly payments shall be
made according to the attached Exhibit A on the last day of each month during
the term. The entire unpaid balance of Principal and all accrued but unpaid
interest thereon shall be due and payable on May 31, 2001.
2. Borrower acknowledges that on or about January 25, 2000, it entered
into a letter agreement with OneStop.Com, Inc. (the "Letter Agreement") and
subject to the terms and conditions thereof, the parties thereto memorialized a
May 27, 1999 loan in which OneStop.Com, Inc. loaned Borrower the principal
amount of $400,000. A copy of said Letter Agreement is attached hereto as
Exhibit B. Borrower acknowledges that, pursuant to that certain Agreement and
Plan of Merger by and between SolutionsAmerica, Inc., OneStop.Com, Inc., and
Frontier Insurance Group, Inc., and dated July 11, 1999, SolutionsAmerica, Inc.
acquired OneStop.Com, Inc. Borrower further acknowledges its continuing duty to
repay the previously advanced amount as re-stated by the terms and conditions of
this Note and, pursuant thereto, agrees to direct all payments to
SolutionsAmerica, Inc. care of Gary Horowitz, President and Chief Operating
Officer. Any and all other terms and conditions of the Letter Agreement continue
in full force and effect.
3. 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. Borrower shall be in default upon material
breach of any term contained herein, or if payment due Lender is not received by
Lender within ten (10) days of coming due. 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.
4. This Note is a full-recourse note.
5. 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.
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6. 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.
7. If the Principal balance is not paid in full at the end of the term,
Lender, at its discretion, may require Borrower to convert the outstanding
balance of the Note to shares of Les Concierges 15% Series A preferred stock at
an initial conversion price of $400,000 (i.e. $400,000 outstanding balance
converts to $400,000 worth of Series A preferred stock). A market value based
formula will be used to convert the Principal balance.
8. The Principal and all accrued but unpaid interest may be prepaid
without penalty, in whole or in part, upon at least fifteen (15) days written
notice to Lender. Upon such notice, Lender may elect to convert the indebtedness
into shares of Borrower's Series A Preferred Stock in lieu of all or any portion
of the indebtedness. All amounts payable hereunder shall be payable in lawful
money of the United States of America.
9. 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.
10. Any dispute, controversy or claim relating to this Agreement or any
breach or default in the performance of the terms and conditions thereof shall
be settled by arbitration in the State of California, County of Los Angeles in
accordance with the then-existing arbitration rules promulgated by the American
Arbitration Association. The decision of the arbitrators shall be final and
binding on the parties, and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. Any arbitration award
shall include attorneys' fees for the prevailing party.
IN WITNESS WHEREOF, the undersigned executes this Note as of the date
first written above.
LES CONCIERGES, INC.
a California Corporation
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By:
---------------------------------
Print Name:
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Title:
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EXHIBIT A
Repayment Schedule
LOAN AMOUNT: $400,000.00
ANNUAL INTEREST RATE: 8.00%
<TABLE>
<CAPTION>
Accrued
Beginning Accrued Interest Principal Total Ending
Period Date Balance Interest Payment Payment Payment Balance
------ ---- ------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
0 5/31/99 400,000.00 - 400,000.00
1 6/30/99 400,000.00 - 400,000.00
2 7/31/99 400,000.00 - 400,000.00
3 8/31/99 400,000.00 - 400,000.00
4 9/30/99 400,000.00 - 400,000.00
5 10/31/99 400,000.00 - 400,000.00
6 11/30/99 400,000.00 - 400,000.00
7 12/31/99 400,000.00 - 400,000.00
8 1/31/00 400,000.00 21,333.33 5,000.00 5,000.00 416,333.33
9 2/29/00 416,333.33 2,775.56 5,000.00 5,000.00 414,108.89
10 3/31/00 414,108.89 2,760.73 5,000.00 5,000.00 411,869.61
11 4/30/00 411,869.61 2,745.80 5,000.00 5,000.00 409,615.41
12 5/31/00 409,615.41 2,730.77 5,000.00 5,000.00 407,346.18
13 6/30/00 407,346.18 2,715.64 5,000.00 5,000.00 405,061.82
14 7/31/00 405,061.82 2,700.41 5,000.00 5,000.00 402,762.24
15 8/31/00 402,762.24 2,685.08 5,447.32 5,447.32 400,000.00
16 9/30/00 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
17 10/31/00 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
18 11/31/00 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
19 12/31/00 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
20 1/31/01 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
21 2/28/01 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
22 3/31/01 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
23 4/30/01 400,000.00 2,666.67 2,666.67 2,666.67 400,000.00
24 5/31/01 400,000.00 2,666.67 2,666.67 400,000.00 402,666.67 (0.00)
-------- -------- ---------- ----------
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Total 64,447.35 64,447.35 400,000.00 464,447.35
--------- --------- ---------- ----------
</TABLE>
Acceptance: Date:
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Print Name: Title:
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