BENCHMARK CREDIT (GENEVA) S. A.
REGISTERED PROMISSORY NOTE
February 24, 2000 $500,000.00
FOR VALUE RECEIVED, the undersigned, Global Eco-Logical Services,
Inc., a Florida corporation ("Maker"), promises to pay to Benchmark Credit
(Geneva) S.A. (together with any person or entity who shall be an assignor
or holder hereof being referred to as "Holder"), at such place as Holder
may from time to time designate, the aggregate Principal amount of Five
Hundred Thousand Dollars (US $500,000.00) (the "Principal"), with interest,
as provided below.
This Note shall bear interest of the rate of two per cent (2%) per
month on the outstanding Principal, such sum of interest being Ten Thousand
Dollars ($10,000.00) per month. The interest shall be paid quarterly at the
rate of Thirty Thousand Dollars ($30,000.00) with the first payment due May
23, 2000 and each quarter thereafter until the principal has been repaid.
The Principal amount of $500,000.00 and any unpaid interest shall be due
and payable in one balloon payment on February 24, 2001 (the "Maturity
Date").
All Principal and Interest due under this Note may not be prepaid in
whole or in part by the Maker at any time. All payments due hereunder are
payable in lawful money of the United States of America, which shall be
legal tender in payment of all debts and dues, public and private, at the
time of payment. Payment shall be applied first to interest then due
hereunder, and then to Principal.
In the event of (a) any default in the making of any payment, or (b)
any default in the performance of any covenant or agreement contained in
this Registered Promissory Note, or (c) any filing of a petition by or
against Maker under the provisions of any state insolvency law or under the
provisions of the Federal Bankruptcy Code or such a filing against Maker or
any Guarantor which is not dismissed within sixty (60) days thereafter, or
(d) any assignment by Maker for the benefit of creditors, or (e) the
transfer by Maker of a substantial portion of its respective assets, except
for transfers in the ordinary course of business or for fair consideration,
then, or at any time thereafter at the option of Holder, the whole of the
Principal, all interest thereon and any other sums due hereunder shall
immediately become due and payable upon written notice by Holder to Maker.
From and after the Maturity Date of this Registered Promissory Note,
as the result of a declaration of maturity or otherwise, and including any
period subsequent to obtaining a judgment by Holder, until paid in full,
the entire Principal balance and all interest and other amounts remaining
due and unpaid hereunder shall bear interest at the rate of Thirty Percent
(30%) per annum, compounded annually, or the highest applicable non-
usurious rate, whichever is the lesser. Failure to exercise such option or
any other rights which Holder may in the event of a default be entitled to,
shall not constitute a waiver of the right to exercise such option or any
other rights in the event of any subsequent default, whether of the same or
different nature.
Maker waives presentment, protest and demand, notice of protest,
demand and dishonor and nonpayment of this Note, and consents to any and
all renewals and extensions of the time of payment hereof, and agrees,
further, that at any time and from time to time without notice, the terms
of payment herein may be modified, changed or exchanged by agreement
between the Holder and the Maker without in any way affecting the liability
of either party to this instrument.
Maker covenants to pay all interest due under this note without
withholding for any reason and to take all steps necessary to ensure that
the interest paid is "Portfolio Interest" not subject to withholding as
that termed is defined in the Internal Revenue Code.
Maker covenants to provide to Holder, during the entire term that any
moneys are owed under this instrument, life insurance on the Chairman of
Maker, to wit, William L. Tuorto, in the amount of $500,000 payable to
Holder.
Maker shall issue to Holder at closing 250,000 warrants to purchase
the shares of the stock of Maker. The warrants shall be convertible into
common shares at the price of $3.50 per warrant by the Maker at any time
not greater than three (3) years from the date of closing.
Without limiting any of the foregoing, the occurrence of any of the
following events shall constitute an event of default hereunder: (a) upon
an event of default as defined above; (b) upon any sale, encumbrance,
seizure or attachment of, or any judgment against or levy on, any of the
assets of the Maker; or (c) if any representation or warranty made by Maker
shall prove to have been false or materially misleading when made.
On an event of default hereunder and at any time thereafter, Holder
may declare all obligations hereunder immediately due and payable and shall
have the remedies of a Secured Party holding a security interest under the
Uniform Commercial Code or other applicable statutes of the State of
Florida, and any and all remedies available under the common law or other
applicable state and federal laws.
Maker shall pay Holder on demand all costs and expenses incurred by
Holder in the enforcement of the provisions of this Registered Promissory
Note, including but not limited to (a) those related to any litigation,
dispute or proceeding relating, directly or indirectly, to any of the
obligations hereunder, (b) those related to protecting, collecting,
preserving, selling, taking possession of or liquidating any of the assets
of Maker secured hereby, and (c) reasonable attorneys' fees and legal
expenses. All such costs and expenses shall constitute a part of the sums
due under this Registered Promissory Note.
This Registered Promissory Note shall be governed as to validity,
interpretation, construction, effect and in all other respects by the laws
and decisions of the State of Florida without regard being given to its
conflicts of law principles. Any action brought under this note, or
because of this note may only be brought in the Pinellas County, Florida
Circuit Court or the Federal District Court sitting in Tampa, Florida.
If any term or provision of this Registered Promissory Note or the
application thereof shall to any extent be invalid or unenforceable, the
remainder of this instrument or the application of such terms to persons or
circumstances other than those to which any provision is held invalid or
unenforceable shall not be affected thereby.
Except as expressly provided herein, this Registered Promissory Note
represents the entire agreement among the parties hereto with respect to
the matters contemplated, and no party or any agent representing a party
has made any statement, promise or agreement, oral or otherwise, in
addition to or in conflict with such terms. Any representation, statement
or writing made during negotiations and not contained herein shall not be
binding upon either of the parties and there are no other understandings,
rights, terms or conditions, except as set forth herein.
This Registered Promissory Note may not be modified orally, but only
by an agreement in writing signed by the party or parties against whom
enforcement of any such modification is sought. The remedies set forth
herein in all instances are not exclusive but are cumulative and in
addition to all other remedies which may exist.
This Note is in "registered form" pursuant to 163(f) and 103 of the
U. S. Internal Revenue Code ("IRC"). Specifically, this Note shall be
registered on the books and records of Maker in the name of Holder, a
"foreign person" under the U.S. Internal Revenue Code, and may not be sold,
devised, pledged, or otherwise transferred to a United States person in
violation of 871(h) and 881(c) of the IRC.
MAKER:
Global Eco-Logical Services, Inc.
By: /s/ Richard Tuorto, Sr.
Richard Tuorto, Sr., Chief Executive Officer
