<PAGE>
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY
NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR
OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT COVERING THIS NOTE AND/OR THE COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF, OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO GLOBAL DATATEL, INC. THAT AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
SUBORDINATED CONVERTIBLE PROMISSORY NOTE
GLOBAL DATATEL, INC.
Principal Sum: $1,250,000
Holder: Surge Components, Inc.
GLOBAL DATATEL, INC., a Nevada corporation (the "Corporation"), for value
received hereby promises to pay the principal sum set forth above (the
"Principal Sum") to the order of the above-referenced holder (the "Holder") on
or before December 5, 2001 (the "Maturity Date") subject to acceleration and
mandatory prepayment, as provided herein. Each payment by the Company pursuant
to this Note shall be made without set-off or counterclaim and shall be made in
lawful currency of the United States of America and in immediately available
funds. This note (the "Note") reflects the remaining balance on, and hereby
replaces and supersedes in its entirety a prior note, dated March 14, 2000, in
the principal amount of $6,250,000. This note shall continue to accrue interest
at the rate of ten percent (10%) per annum from and after the date hereof for
the full amount of the Principal Sum. Accrued and unpaid interest shall be
payable on the Maturity Date; after the Maturity Date until paid in full; upon
any prepayment on the amount prepaid; or on conversion (each, an "interest
payment date"). All computations of interest hereunder shall be made based on
the actual number of days elapsed in a year of 360 days (including the first
day, but excluding the last day, during which any such Principal Sum is
outstanding). This Note is subject to certain covenants of the Corporation as
indicated in Section 4 hereof. This Note shall be automatically deemed cancelled
and discharged in full, if no Triggering Event (as defined below) occurs prior
to the Maturity Date. This Note is the Note referred to in the Asset Purchase
Agreement, dated as of December 8, 1999, as amended, among the Corporation, the
Holder, and GDIS Acquisition Corp., part of the principal amount of which, and
all interest on the entire Note, has been repaid and discharged in consideration
for the Termination, Release and Debt Discharge Agreement, dated as of December
4, 2000 between the parties, and is entitled to the benefits thereof and is
subject to optional prepayment in whole or in part as provided herein. This Note
is given as a continuation, and extension of, and not a novation, release or
satisfaction of, the existing debt of the Corporation to the Holder.
1. Issuance. This Note represents the remaining principal amount of the
Promissory Note issued pursuant to the terms of an Asset Purchase Agreement,
dated December 8, 1999 (the "Purchase Agreement"), which replaced and superseded
a prior Merger Agreement and Plan of Reorganization by and among the
Corporation, Global Datatel Acquisition Corporation and the Holder (the "Merger
Agreement").
2. Prepayment. This Note may be prepaid in whole at any time or in part from
time to time. All payments by the Corporation hereunder shall be applied first
to pay any interest which is due, but unpaid, then to reduce the Principal Sum.
The Corporation (i) waives presentment, demand, dishonor, notice of dishonor,
protest or notice of any kind in connection with this Note and (ii) agrees to
pay to the holder hereof, on demand, all costs and expenses (including
reasonable legal fees and expenses) incurred in connection with the enforcement
and collection of this Note.
3. Security Agreement; Pledge. Pursuant to a Termination, Release and Debt
Discharge Agreement (the "Termination Agreement") between the Corporation and
the Holder, the obligations of the Corporation under this Note are no longer
secured by all of the assets of the Corporation, under the Pledge Agreement,
dated October 8, 1999, with respect to certain shares of Common Stock of the
Corporation, or under the Pledge Agreement relating to the assets of the
Corporation, dated June 2, 2000.
1
<PAGE>
4. Negative Covenants of Corporation The Corporation covenants and agrees
that, so long as this Note shall be outstanding, it will perform the obligations
set forth in this Section 4:
(i) Liquidation, Dissolution. The Corporation will not liquidate or
dissolve, consolidate with, or merge into or with, any other corporation or
other entity, except that any wholly-owned subsidiary may merge with another
wholly-owned subsidiary or with the Corporation (so long as the Corporation is
the surviving entity and no Event of Default shall occur as a result thereof);
(ii) Sales of Assets. The Corporation will not sell, transfer, lease or
otherwise dispose of, or grant options, warrants or other rights with respect
to, all or a substantial part of its properties or assets to any person or
entity, provided that this clause (ii) shall not restrict the transactions
contemplated by the Termination Agreement or any disposition made in the
ordinary course of business and consisting of
(1) capital goods which are obsolete or have no remaining useful
life; or
(2) finished goods inventories.
(iii) Redemptions. The Corporation will not redeem or repurchase any
outstanding equity securities of the Corporation, except for rescission offers
as necessary or appropriate to address possible violations of applicable
securities laws;
(iv) Indebtedness. The Corporation will not create, incur, assume or
suffer to exist, contingently or otherwise, any indebtedness which is not
expressly subordinated in right of payment to the Notes, except as may be
required in the future set forth in (v) below;
(v) Negative Pledge. The Corporation will not create, incur, assume or
suffer to exist any mortgage, pledge, hypothecation, assignment, security
interest, encumbrance, lien (statutory or other), preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any
financing lease) (each, a "Lien") upon any of its property, securities, revenues
or assets, whether now owned or hereafter acquired, except:
(1) Liens granted to secure indebtedness to Senior Lenders
(as defined in Section 11 below) incurred to finance the acquisition
(whether by purchase or capitalized lease) of tangible assets, but only
on the assets acquired with the proceeds of such indebtedness;
(2) Liens for taxes, assessments or other governmental charges
or levies not at the time delinquent or thereafter payable without
penalty or being contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set
aside on its books;
(3) Liens of carriers, warehousemen, mechanics, materialmen
and landlords incurred in the ordinary course of business for sums not
overdue or being contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set
aside on its books;
(4) Liens (other than Liens arising under the Employee
Retirement Income Security Act of 1974, as amended, or Section 412(n)
of the Internal Revenue Code of 1986, as amended) incurred in the
ordinary course of business in connection with workers' compensation,
unemployment insurance or other forms of governmental insurance or
benefits, or to secure performance of tenders, statutory obligations,
leases and contracts (other than for borrowed money) entered into in
the ordinary course of business or to secure obligations on surety or
appeal bonds; and
(5) judgment Liens to the extent not covered by insurance
which do not exceed $25,000 and are in existence less than 30 days
after the entry thereof or with respect to which execution has been
stayed;
2
<PAGE>
(vi) Investments. The Corporation will not purchase, own, invest in or
otherwise acquire, directly or indirectly, any stock or other securities or make
or permit to exist any investment or capital contribution or acquire any
interest whatsoever in any other person or entity or permit to exist any loans
or advances for such purposes except for existing investments and investments in
direct obligations of the United States of America or any agency thereof,
obligations guaranteed by the United States of America and certificates of
deposit or other obligations of any bank or trust company organized under the
laws of the United States or any state thereof and having capital and surplus of
at least $500,000,000; provided, however, that nothing contained in this clause
(vi) shall preclude the Company from making acquisitions for the purpose of
expanding its business.
(vii) Transactions with Affiliates. The Corporation will not enter into
any transaction, including, without limitation, the purchase, sale, lease or
exchange of property, real or personal, or the rendering of any service, with
any person or entity affiliated with the Corporation, except in the ordinary
course of and pursuant to the reasonable requirements of its business and upon
fair and reasonable terms not less favorable than would be obtained in a
comparable arms-length transaction with any other person or entity not
affiliated with the Corporation;
(viii) Dividends. The Company will not declare or pay any cash
dividends or distributions on its outstanding capital stock.
5. Cancellation; Conversion.
(a) On the Maturity Date, if no Triggering Event shall have occurred,
the outstanding principal balance of this Note and all accrued and unpaid
interest shall automatically be forgiven by the Holder and this Note shall be
canceled. In the event of a Triggering Event, this note shall remain outstanding
to the extent unpaid, and become immediately due and payable to the extent of
the cost of litigation, including attorneys fees, and the maximum amount of
damages claimed, in addition to any other remedies Holder may have.
(b) The Holder, at its sole discretion, may convert this Note into
common stock, $.001 par value ("Common Stock") of the Corporation in whole or in
part, at the conversion price set forth in Section 6 below, at any time.
(c) Simultaneously with the issuance of this Note, the Corporation
shall reserve for issuance upon conversion of this Note the total number shares
of Common Stock issuable upon conversion of this Note. The Initial Conversion
Price shall be determined as set forth in Section 6 below, and may be adjusted
from time to time in accordance with Section 6 below (the "Conversion Shares").
The Conversion Shares are subject to the terms and conditions of the existing
Registration Rights agreement between the Corporation and the Holder.
(d) If any capital reorganization or reclassification of the Common
Stock, stock split, reverse stock split, stock dividends, distribution on its
outstanding shares of Common Stock, stock combination, or consolidation or
merger of the Corporation with or into another corporation, or distribution of
the proceeds of any sale or conveyance of all or substantially all of its assets
to another corporation (a "Capital Event") shall be effected, then, as a
condition precedent of such Capital Event, the following provision shall be
made: the Holder of the Note shall, from and after the date of such Capital
Event sale have the right to receive upon conversion (in lieu of the shares of
Common Stock of the Corporation immediately theretofore issuable upon the
exercise of conversion rights), such shares of stock, securities or assets as
would have been issued or payable with respect to or in exchange for the number
of shares of Common Stock immediately theretofore issuable upon conversion of
the Note (regardless of whether the Note was actually convertible at such time).
In any such case, appropriate provision shall be made with respect to the rights
and interests of the Holders to the end that such conversion rights ' including,
without limitation, provisions for appropriate adjustments) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of stock,
securities or assets thereafter deliverable upon the conversion of the Note.
6. Conversion Price. If this Note is converted by the Holder into shares of
Common Stock of the Corporation the conversion price shall be an amount equal to
ninety percent (90%) of the average closing price for the twenty trading days
prior to the Corporation's receipt of notice of conversion. If no such trading
price quotations are available, the Conversion Price shall be $.10 of principal
and interest per share. The Initial Conversion Price for purposes of the
reservation of Section 5(c) above shall be $.10 of principal and interest per
share of Common Stock converted into.
3
<PAGE>
7. Issuance of Note and Conversion Shares. The Corporation represents,
warrants and covenants that the Corporation has full corporate power and
authority to execute and deliver this Note; the execution, delivery and
performance by the Corporation of this Note has been duly and validly authorized
and approved by the Corporation's Board of Directors; this Note has been duly
and validly executed and delivered by the Corporation and constitutes the legal,
valid and binding obligation of the Corporation enforceable against the
Corporation in accordance with its terms, except as such obligations and their
enforceability may be limited by applicable bankruptcy and other such similar
laws affecting the enforcement of creditors' rights generally; and all the
Conversion Shares will be duly and validly issued, fully paid and
non-assessable, and not issued in violation of the preemptive rights of any
stockholder; the execution, delivery and performance of the Note does not
violate, conflict with or result in a breach or default under (after the giving
of notice or the passage of time or both), or permit the termination of, any
contract, right, other obligation or restriction relating to or which affects
the Conversion Shares or the Corporation or any of its subsidiaries to which the
Corporation or any of its Subsidiaries is a party or by which either of them or
their assets or business may be bound or subject, or results in the creation of
any lien upon the Conversion Shares or upon any of the assets of the Corporation
or its subsidiaries pursuant to the terms of any contract.
8. Events of Default Triggering Event and Acceleration of the Note.
(a) An "event of default" with respect to this Note shall exist if any
of the following shall occur:
(i) The Corporation shall breach or fail to comply with any
provision of this Note and such breach or failure shall continue for five (5)
business days after written notice thereof to the Corporation by the Holder of
the Notes or its assignees.
(ii) A receiver, liquidator or trustee of the Corporation or
of a substantial part of its properties shall be appointed by court order and
such order shall remain in effect for more than fifteen (15) days; or the
Corporation shall be adjudicated bankrupt or insolvent; or a substantial part of
the property of the Corporation shall be sequestered by court order and such
order shall remain in effect for more than fifteen (15) days; or a petition to
reorganize the Corporation under any bankruptcy, reorganization or insolvency
law shall be filed against the Corporation and shall not be dismissed within
forty-five (45) days after such filing.
(iii) The Corporation shall file a petition in voluntary
bankruptcy or request reorganization under any provision of any bankruptcy,
reorganization or insolvency law, or shall consent to the filing of any petition
against it under any such law.
(iv) The Corporation shall make an assignment for the benefit
of its Creditors, or consent to the appointment of a receiver, trustee or
liquidator of the Corporation, or of all or any substantial part of its
properties.
(v) A Triggering Event shall occur when, in order to induce
Surge to enter into this Note and discharge a portion of the Global Note, Global
agrees that in the event that at any time within 12 months following the date
hereof, any claims or proceedings ("Claims") are instituted against any of the
Released Parties in connection with, directly or indirectly, the Released
Matters, or a breach of the Termination Agreement or this Note, or any of the
representations, warranties or covenants therein or herein (any of which shall
be deemed to be a "Triggering Event"), this Note shall not terminate and any
remaining balance thereon shall remain due and payable in full, up to and
including the cost of litigation, and claimed damages asserted in addition to
any other remedies that may then be available to the Holder.
(b) If an event of default referred to in clause (i) above shall occur,
the Holder may, in addition to such Holder's other remedies, by written notice
to the Corporation, declare the principal amount of this Note, together with all
interest accrued and unpaid thereon, to be due and payable immediately. Upon any
such declaration, such amount shall become immediately due and payable and the
Holder shall have all such rights and remedies provided for under the terms of
this Note. If an event of default referred to in clauses (ii), (iii) or (iv)
shall occur, the principal amount of this Note, together with all interest
accrued thereon, shall become immediately due and payable and the Holder shall
have all such rights and remedies, if any, provided for under the terms of this
Note.
4
<PAGE>
9. Interest Rate Limitation. It is the intent of Holder and the Corporation in
this execution of this Note, that the loan evidenced hereby be exempt from the
restrictions of applicable state usury laws. In the event that for any reason,
it should be determined that any such usury law is applicable to this Note, the
Holder and the Corporation stipulate and agree that none of the terms and
provisions contained herein shall ever be construed to create a contract for the
use, forbearance or detention of money requiring payment of interest at a rate
in excess of the maximum interest rate permitted to be charged by the laws of
such state. In such event, if the Corporation shall collect monies which are
deemed to constitute interest which would otherwise increase the effective
interest rate on this Note to a rate in excess of the maximum rate permitted to
be charged by applicable state law, all such sums shall, at the option of
Holder, be credited to the payment of the sums due hereunder or returned to the
Corporation.
10. Subordination. The Holder hereby subordinates the payment of all present
and future indebtedness under or on account of this Note to the payment of any
and all other debts, obligations and liabilities of the Corporation of any
nature whatsoever to all banks, any other financial institutions and
International Business Machines, Inc. ("IBM") (collectively, "Senior Lenders"),
whether absolute or contingent, due or to become due, now existing, hereafter
arising, or otherwise. Upon any distribution of any assets of the Corporation,
whether by reason of sale, reorganization, liquidation, dissolution,
arrangement, bankruptcy, receivership, assignment for the benefit of creditors,
foreclosure or otherwise, all such other Senior Lenders shall be entitled to
receive payment in full of the indebtedness to them prior to the payment of all
or any part of the indebtedness hereunder to the Holder. In addition, the Holder
hereby agrees to not accept any payments under the Note while there exists an
event of default under any indebtedness to a Senior Lender.
11. Miscellaneous.
(a) All notices and other communications required or permitted to be
given hereunder shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by telegram, by
facsimile, recognized overnight mail carrier, telex or other standard form of
telecommunications, or by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows: (a) if to the Holder, to such address
as such Holder shall furnish to the Corporation in accordance with this Section,
or (b) if to the Corporation, to it at its headquarters office, or to such other
address as the Corporation shall furnish to the Holder in accordance with this
Section.
(b) The provisions of this Note may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Corporation and the Holder of the Note.
No failure or delay on the part of the Holder in exercising any power
or right under this Note shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or
demand on the Corporation, in any case, shall entitle it to any notice or demand
in similar or other circumstances. No waiver or approval by the Holder shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.
(c) If any provision of this Note shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, but this Note shall be construed as if such invalid
or unenforceable provision had never been contained herein. To the extent that
the Corporation makes a payment or payments to the Holder, and such payment or
payments or any part thereof are subsequently for any reason invalidated, set
aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law or equitable cause,
then to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, and all rights and remedies therefor, shall be revived
and continued in full force and effect as if such payment had not been made or
such enforcement or setoff had not occurred.
(d) The Corporation may consider that the person in whose name this
Note shall be registered as the absolute owner thereof for all purposes
whatsoever (whether or not this Note shall be overdue) unless the Corporation is
given specific notice to the contrary. In case of transfer of this Note, the
transferee agrees to notify
5
<PAGE>
the Corporation of such transfer and of its address, and to submit appropriate
evidence regarding such transfer so that this Note may be registered in the name
of the transferee. This Note is transferable only on the books of the
Corporation by the holder hereof, in person or by attorney, on the surrender
hereof, duly endorsed. Communications sent to any registered owner shall be
effective as against all holders or transferees of the Note not registered at
the time of sending the communication.
(e) THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS AND
INSTRUMENTS EXECUTED AND TO BE PERFORMED ENTIRELY IN SUCH STATE. THE PARTIES
HERETO HEREBY WAIVE TRIAL BY JURY AND CONSENT TO THE CHOICE OF VENUE OF THE
SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR THE FEDERAL
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK TO HEAR ANY DISPUTE IN
CONNECTION WITH THIS NOTE.
(f) THE HOLDER AND THE CORPORATION HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE HOLDER OR THE CORPORATION, THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER'S PURCHASING THIS NOTE.
(g) Upon the occurrence of an uncured event of default, the Holder of
this Note shall be entitled to recover its legal and other costs of collecting
on this Note, and such costs shall be deemed added to the principal amount of
this Note.
(h) In addition to all other remedies to which the Holder may be
entitled hereunder, Holder shall also be entitled to decrees of specific
performance without posting bond or other security.
IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed in its name by its duly authorized officer on the date set forth below
Dated: as of December 4, 2000
GLOBAL DATATEL, INC.
By: /s/Antonio Serrato
---------------------------
Name: Antonio Serrato
Title: President
6
