PROMISSORY NOTE
$10,000.00 October 30, 2000
Los Angeles, California
FOR VALUE RECEIVED, IGOHEALTHY.COM, INC. (the "Issuer" herein) promises
to pay to the order of HEALTHY USA, INC., a Nevada Corporation ("Holder"), the
principal sum of Ten Thousand and no/100ths Dollars ($10,000.00). This
Promissory Note, which is issued in connection with the sale and assignment by
the Holder to the Issuer of the Internet domain name iGoHealthy.com, shall bear
six percent (6%) interest, which may be accrued during its term until repayment
of the entire principal. Interest shall be computed from October 30, 2000 on the
loaned amount on the basis of a 365-day year, as applicable, and actual days
lapsed from the respective date of the loan. Issuer shall have the privilege of
prepaying the principal under this Promissory Note in whole or in part, without
penalty or premium, at any time. All payments hereunder shall be applied first
to interest, then to principal. Payment shall be made in lawful money of the
United States, at Los Angeles, California or such other place as the Holder
hereof may designate.
This Promissory Note shall be payable as follows:
1. In the event the proposed initial public offering of securities of
Issuer pursuant to a Registration Statement on Form SB-2, to be
underwritten by the Issuer (the "Offering"), is closed on or
before April 30, 2001, this Promissory Note shall be payable in
full at the closing of the Offering.
2. In the event the Offering has not closed on or before the close of
business on April 30, 2001, this Promissory Note shall thereafter
be payable thirty (30) days after demand for payment by the
Holder.
Issuer waives diligence, presentment, demand, protest, and notice of
any kind whatsoever. The non-exercise by Holder of any of Holder's rights
hereunder in any instance shall not constitute a waiver thereof in that or any
subsequent instance.
Issuer shall pay upon demand any and all expenses, including reasonable
attorney fees, incurred or paid by Holder without suit or action in attempting
to collect funds due under this Promissory Note. In the event an action is
instituted to enforce or interpret any of the terms of this Promissory Note
including but not limited to any action or participation by Issuer in, or in
connection with, a case or proceeding under the U.S. Bankruptcy Code or any
successor statute, the prevailing party shall be entitled to recover all
expenses reasonably incurred at, before and after trial, on appeal, and on
review, whether or not taxable as costs, including, without limitation,
attorneys' fees, witness fees (except and otherwise), deposition costs, copying
charges and other expenses.
This Promissory Note is to be construed in all respects and enforced
according to the laws of the State of California.
ISSUER:
IGOHEALTHY.COM, INC.
a Colorado corporation
By: /s/ Farid E. Tannous
---------------------------
Farid E. Tannous
Its: President
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AGREED & ACCEPTED:
HOLDER:
HEALTHY USA, INC.
a Nevada corporation
By: /s/ Bill Glaser
------------------------------
Bill Glaser
Its: President & CEO
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