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Exhibit 10.5
PROMISSORY NOTE
$67,062 Los Angeles, California
1. FOR VALUE RECEIVED, the undersigned, Bikers Dream, Inc. ("Maker), a
California corporation, promises to pay to the order of TIG Insurance company
("Payee"), a California corporation, the principal sum of $67,062 (Sixty-Seven
Thousand Sixty-Two Dollars and No Cents) as provided below. Pursuant to Section
1914 of the California Civil Code, the indebtedness evidenced by this Note shall
not bear interest.
2. This Note shall be payable in equal monthly installments of Two Thousand
Dollars ($2,000) ("Installment Payments"), commencing on the date which is 30
days following the entry of dismissal of the action James Kinnicutt, et al. v.
Bikers Dream, Inc., et al., Sacramento Superior Court Case No. 98AS04185
("Action"), and on the first day of each month thereafter until the balance of
this Note shall be paid in full to Payee.
3. Each Installment Payment from Maker to Payee shall be in the form of a
check payable to Payee which shall reference Claim No. A98165684 and "Bikers
Dream, Inc." and shall be mailed to TIG Insurance Company, Accounts Payable
Department, 5205 North O'Connor Boulevard, Irving, Texas 75039.
4. Maker may, at any time and from time to time, without penalty, make
prepayments on this Note in any amount, all of which will be applied to the
final payment due under this Note.
5. This Note is non-negotiable and has been issued in connection with the
settlement of the Action.
6. At its option, Payee may determine that Maker is in default and
accelerate the maturity of this Note such that the unpaid Installment Payments
shall become immediately due and payable by Maker to Payee without presentment
for payment, or any notice, and judgment shall be entered in favor of Payee for
that unpaid balance of the Note if:
a. Maker has failed to make two (2) consecutive Installment Payments
and has failed to cure such default within thirty (30) days of receipt of
written demand from Payee for payment of the delinquent amounts with said demand
to be sent to Bikers Dream, Inc., 1310 Wacker Drive, Mira Loma, California
91752; or
b. Maker has cured a default under the foregoing paragraph 6a and then
subsequently fails to timely make an Installment Payment to Payee within thirty
(30) days of its due date.
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7. Maker and Payee agree that if a legal action is filed to enforce or
collect this Note for nonpayment, the prevailing party shall be entitled to
reasonable attorney fees and costs in addition to any other relief that such
prevailing party may be entitled to in law or equity. This provision is
applicable to the entire Note.
8. Maker waives trial by jury in any action to enforce the terms of this
Note.
9. This Note shall be construed in accordance with, and governed by, the
laws of the State of California, including but not limited to the Uniform
Commercial Code in force in the State of California.
Dated: July , 2000 BIKERS DREAM, INC.
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By:
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An authorized representative with
irrevocable binding authority
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