DEMAND NOTE
STATE OF NEW YORK )
) ss.:
COUNTY OF NASSAU )
October 15, 1996
$100,000.00
FOR VALUE RECEIVED, Trade Winds Environmental Restoration, Inc.
("Maker"), a ________________ Corporation, hereby covenants and promises to pay
to Anthony Towell whose address is 130 West 10th St., Huntington Station, NY
11746 or order, at Payee's address first above written or at such other address
as Payee may designate in writing, One Hundred Thousand Dollars ($100,000.00),
lawful money of the United States of America, which principal shall be payable,
with interest, at twelve percent (12%) upon demand.
Maker covenants and agrees with Payee as follows:
1. Maker will pay the indebtedness evidenced by this Note as provided
herein.
2. Maker shall have the right to prepay the indebtedness evidenced by
this Note, in whole or in part, without penalty.
3. Maker, and all guarantors, endorsers and sureties of this Note,
hereby waive presentment for payment, demand, protest, notice of protest, notice
of nonpayment, and notice of dishonor or this Note. Maker and all guarantors,
endorsers and sureties consent that Payee at any time may extend the time
of payment of all or any part of the indebtedness secured hereby, or may grant
any other indulgences.
4. Any notice or demand required or permitted to be made or given
hereunder shall be deemed sufficiently made and given if given by personal
service or by the mailing of such notice or demand by certified or registered
mail, return receipt requested, addressed, if to Maker, at Maker's address
first above written, or if to Payee, at Payee's address first above written.
Either part, may change its address by like notice to the other party.
5. This Note may not be changed or terminated orally, but only by an
agreement in writing signed by the party against whom enforcement of any change,
modification, termination, waiver, or discharge is sought. This Note shall
be construed and enforced in accordance with the laws of New York.
6. It is further understood and agreed that this Note is
unconditionally guaranteed by Comprehensive Environmental Systems, Inc.
7. It is further understood and agreed that in the event of
non-payment and such default should continue for a period of five (5) days after
demand should the holder of this Note be required to retain legal counsel
to collect this Note the undersigned shall be responsible for the payment
of reasonable attorney's fees as well as additional interest at the
rate of fourteen percent (14%) and costs and disbursements.
<PAGE>
IN WITNESS WHEREOF, Maker has executed this Note on the date first
above written.
In the presence of:
Trade Winds Environmental
Restoration, Inc.
By: /s/ Michael F. O'Reilly
------------------------------------
Michael F. O'Reilly/President
GUARANTY
Comprehensive Environmental
Systems, Inc. (Guarantor)
By: /s/Michael F. O'Reilly
------------------------------------
Michael F. O'Reilly/President
<PAGE>
ANTHONY P. TOWELL
C/O Eastco Industrial Safety Corp.
130 W. 10th Street
Huntington Station, New York 11746
Phone: 516-427-1802
Fax: 516-427-1840
4 March, 1997
Mr. Michael O'Reilly, President
Comprehensive Environmental Systems, Inc.
72B Cabot Street
West Babylon, NY 11704
Dear Michael:
In connection with my personal annual accounting review, it was brought to my
attention that the $100,000 loan advanced by me in October 1996 to Comprehensive
Environmental Systems, Inc. (COEV) is in form a simple promissory note which
accordingly does not appropriately reflect the agreed upon option to convert
into COEV stock. As established at the time the loan was made, its principal and
the 12% annual interest payable upon it is convertible at the holder's option at
any time into unregistered shared of COEV stock at the rate of $.25 per share
(or into 400,000 shares for the principal and incremental shares should the
interest or any part be presented for conversion).
I believe the above correctly sets forth our agreement last October. If, as I
expect, you concur, please sign in the place indicated below confirming our
earlier understanding.
With kindest personal regards,
/s/ Anthony Towell
Tony Towell
AGREED AND CONFIRMED
AS AT OCTOBER, 1996
AND MARCH, 1997
COEV
/s/ Michael O'Reilly
---------------------------
Michael O'Reilly
<PAGE>
Windswept
Environmental Group, Inc.
January 7, 1998
Anthony P. Towell
Eastco Industrial Safety Corp
130 W. 10th Street
Huntington Station, NY 11746
Dear Tony:
In accordance with our board resolution of December 30, 1997, all stock options
previously held by you prior to December 29, 1997 are to be repriced at $.22.
Furthermore your convertible note for $100,000 convertible at $.25 was based on
our stock price of $.375. The significance of this price was that it represented
the last repricing of stock options by the board in 1996. In accordance with the
aforementioned board resolution your convertible note is to be repriced at $.15
(67% of the present $.22 share repricing). Therefore your note will now be
convertible into 666,667 shares of common stock. All other terms to remain the
same.
Attached please find your option grant for 1997. Thank you for all of your
tremendous guidance and assistance.
Very truly yours,
/s/ Michael O'Reilly
Michael O'Reilly
Chief Executive Officer
<PAGE>
Windswept
Environmental Group, Inc.
August 6, 1999
Mr. Anthony Towell
Worksafe Industries, Inc.
130 W. 10th Street
Huntington Station, NY 11746
Dear Mr. Towell:
Please acknowledge that with respect to the $100,000 balance on the 12% interest
bearing demand note dated October 15, 1996, convertible at $.25 per share, you
hereby agree to not demand repayment prior to August 1, 2000.
Respectfully,
/s/ Daniel G. Rosenberg
Daniel G. Rosenberg
Chief Financial Officer
Accepted:
/s/ Anthony P. Towell
-----------------------------------
Mr. Anthony Towell Date
