PROMISSORY NOTE
$182,000.00 August 26, 2000
FOR VALUE RECEIVED,OMNETRIX INTERNATIONAL, INC., a Colorado corporation
(the "Maker"), hereby promises to pay to the order of VDC TELECOMMUNICATIONS,
INC, a Delaware corporation (the "Payee"), the sum of ONE HUNDRED AND
SEVENTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($172,500), together with interest on
the principal amount outstanding from time to time at the Risk Adjusted Interest
Rate, which is ten percent (10%) per annum at Greenwich, Connecticut or at such
other place as the Payee may from time to time hereafter designate to the Maker
in writing. Interest shall be computed on the basis of actual days elapsed and a
year of 365 or 366 days, as the case may be.
THIS NOTE IS ISSUED PURSUANT TO THAT CERTAIN PURCHASE AND SALE
AGREEMENT, DATED AS OF AUGUST 26, 2000, (THE "PURCHASE AND SALE AGREEMENT"), BY
AND AMONG THE MAKER AND THE PAYEE.
The principal hereof and interest hereon is payable in one installment
on the 25ht day of November, 2000. Any payments received shall be applied first
to interest and the balance to principal.
This note may be prepaid by the Maker at any time in whole or from time
to time in part without premium or penalty. Any partial prepayment shall be
applied first against accrued and unpaid interest and the balance shall be
applied against the installments hereon in the inverse order of maturity.
This Note is secured pursuant to a Security Agreement (as the same may
hereafter be amended, modified or supplemented, or any agreement entered into in
substitution or replacement therefor, the "Security Agreement") given by the
Maker to the Payee.
The occurrence of any one or more of the following events shall
constitute an Event of Default, and upon the occurrence of any Event of Default
the Payee may declare this Note to be, and the same shall forthwith become,
immediately due and payable and the Payee may exercise all rights and remedies
under the Security Agreement and as may otherwise be allowed by law:
(1) The Maker or guarantor shall fail to make any payment of
principal or interest hereon when due and such failure shall continue
for 30 days after the due date thereof.
(2) The Maker or guarantor shall become insolvent or shall
generally not pay its debts as they mature or shall apply for, shall
consent to, or shall acquiesce in the appointment of a custodian,
trustee or receiver for the Maker or for a substantial part of the
property thereof or, in the absence of such application, consent or
acquiescence, a custodian, trustee or receiver shall be appointed for
the Maker or for a substantial part of the property thereof; or any
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bankruptcy, reorganization, debt arrangement or other proceedings under
any bankruptcy or insolvency law shall be instituted by or against the
Maker and, if instituted against the Maker, shall have been consented
to or acquiesced in by the Maker or shall remain undismissed for 90
days, or an order for relief shall have been entered against the Maker.
(3) Any default shall occur under the terms of the Security
Agreement and shall continue for more than the period of grace, if any,
applicable thereto.
The validity, construction and enforceability of this note shall be
governed by the internal laws of the State of Colorado.
The Maker and the guarantor hereby waive presentment for payment,
notice of dishonor, protest and notice of protest.
This Note shall be the joint and several obligation of the Maker and
the guarantor.
This Note is negotiable and may be assigned.
Upon the occurrence of an Event of Default, the Maker shall pay all of
the Payee's costs of collection including reasonable attorneys' fees.
OMNETRIX INTERNATIONAL, INC
By:/s/ William Van Vliet
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William Van Vliet
President
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GUARANTY
For value received, the undersigned hereby unconditionally guarantees
the payment of the within note executed by OMNETRIX INTERNATIONAL, INC.
according to its terms. This is a guarantee of payment and not of collection.
The undersigned acknowledges that this is the joint and several obligation of
the undersigned and the Maker. The obligations of the undersigned are
independent of the obligations of Maker and a separate action or actions may be
brought and prosecuted against the undersigned, whether an action is brought
against the maker or whether Maker is jointly named in any such action or
actions. The undersigned authorizes the payee without notice or demand and
without affecting the undersigned's liability hereunder from time to time to
renew, compromise, extend, accelerate or otherwise change the time for payment
of, or otherwise change the terms of the indebtedness or any part thereof. The
undersigned waives any right to require the Payee to proceed against the Maker,
proceed against or exhaust any security now held or subsequently pledged to the
Payee of the within note, or to pursue any other remedy in the Payee's power
whatsoever. The undersigned waives any defense arising by reason of any
disability or other defense of the Maker, or by reason of the cessation from any
cause whatsoever of the liability of the Maker.
/s/ William Van Vliet
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William Van Vliet
1
