Exhibit 10.20
PROMISSORY NOTE
$500,000 Orlando, Florida
January 3, 2001
FOR VALUE RECEIVED, each of the undersigned (hereinafter
called "Maker") does hereby promise to pay to the order of RMS
Limited Partnership, a Nevada limited partnership or assigns
(hereinafter called "Holder", which term shall be construed to
include any endorsees, successors or assigns) at 6990 Lake
Ellenor Drive, Orlando, Florida 32809 or such other place as
Holder may designate in writing, in lawful money of the United
States of America, the principal sum of Five Hundred Thousand and
No/100 Dollars ($500,000), together with interest on unpaid
principal balances at the rates hereinafter set forth, such
principal sum and interest to be paid as provided in Article I
hereof.
1.00 INTEREST AND PRINCIPAL
1.01 Interest. The outstanding principal balance of
the indebtedness evidenced hereby shall bear interest at the rate
of seven and one-half percent (7.5%) per annum, calculated on the
basis of a year of 360 days, for the actual number of days
elapsed, commencing on the date of this Note.
1.02 Payment of Principal and Interest. The principal
amount of this Note shall be due and payable in two installments
of Two Hundred Fifty Thousand Dollars ($250,000), plus accrued
interest, on February 1, 2001 and March 1, 2001. The
performance, payment and other obligations of Maker under this
Note are secured or will be secured by security interests in all
of the assets obtained by virtue of this Agreement, including but
not limited to intellectual property as well as tangible and
intangible assets of Life Science Technologies Holdings, Inc.,
Life Science Technologies Holdings Limited Partnership, Life
Science Technologies Limited, Life Science Technologies of Japan,
Life Science Technologies of Canada, Inc., and LST Fulfillment
Limited Partnership.
2.00 PREPAYMENT. Maker shall have the right to prepay and
Holder shall have the obligation to accept tendered prepayment of
all or any portion of the principal balance outstanding and
accrued interest hereunder.
3.00 PAST DUE PAYMENTS. All past due principal shall bear
interest at the rate of nine percentage (9%) per annum calculated
on the basis of a year of 360, as the case may be, for the actual
number of days elapsed, commencing on the date the principal
payment became due. Maker shall also pay costs of collection,
including a reasonable attorney's fee if this Note is referred to
an attorney for collection after default, whether or not any
action shall be instituted to enforce or collect this Note. Time
is of the essence hereof. All payments on this Note shall be
applied first to the payment of accrued but unpaid interest, and
any remainder shall be applied to reduction of the principal
balance hereof.
Maker and any endorsers or guarantors hereof severally waive
presentment and demand for payment, notice of intent to
accelerate maturity, notice of acceleration of maturity, protest
or notice of protest and non-payment, and diligence in taking any
action to collect any sums owing hereunder or in proceedings
against any of the rights and properties securing payment hereof.
From time to time, without affecting the obligation of Maker to
pay the outstanding principal balance of this Note and to observe
the covenants of Maker contained herein, without affecting the
duties and obligations of any endorser hereto, without giving
notice to or obtaining the consent of Maker or any endorser
hereto or guarantor hereof, and without liability of the part of
Holder, Holder may, at the option of Holder, extend the time for
payment of interest hereon and/or principal hereof, reduce the
payments hereunder, release anyone liable on this Note, accept a
renewal of this Note, modify the terms and time of payment of
this Note, join in any extension or subordination or exercise any
option or election hereunder, modify the rate of interest or
period of amortization or principal due date of this Note or
exercise any option or election hereunder. No one or more of such
actions shall constitute a novation.
4.00 EXERCISE OF RIGHTS. If default be made in the payment
in whole or in part of any sum provided for in this Note, or an
event of default shall occur under any instrument executed as
security for, as evidence of, or otherwise in connection with
this Note or the indebtedness evidenced hereby (hereinafter all
such instruments being collectively called the "Loan Documents"),
then Holder may, at Holder's option, without further notice or
demand (except as may be otherwise specifically provided for in
the Loan Documents), declare the unpaid principal balance and
accrued interest on this Note at once due and payable, foreclose
all liens securing payment hereof, pursue any and all other
rights, remedies, and recourses available to Holder, or pursue
any combination of the foregoing, all remedies hereunder and
under the Loan Documents being cumulative. Holder shall have the
right to rescind any acceleration in payment of this Note for
default, as aforesaid, if Holder so elects, in which event this
Note shall be construed, interpreted and enforced in the same
manner as if Holder had never elected to declare the unpaid
principal balance and accrued interest of this Note at once due
and payable.
Failure to exercise any of the foregoing options upon the
happening of one or more of the foregoing events shall not
constitute a waiver of the right to exercise the same or any
other option at any subsequent time in respect to the same or any
other event, and no single or partial exercise of any right or
remedy shall preclude other or further exercise of the same or
any other right or remedy. Holder shall have no duty to exercise
any or all of the rights and remedies herein provided or
contemplated. The acceptance by Holder of any payment hereunder
that is less than payment in full of all amounts due and payable
at the time of such payment shall not constitute a waiver of the
right to exercise any of the foregoing options at that time or at
any subsequent time, or nullify any prior exercise of any such
option without the express written consent of Holder.
This Note is secured, inter alia, by a Financing Statement
of even date herewith executed by Maker in favor of Holder,
covering certain tangible and intangible properties, as more
particularly described therein.
5.00 LIABILITY. Maker shall be liable on this Note and for
all amounts covenanted to be paid by Maker under the terms hereof
(collectively the "Indebtedness") to the full extent of the
security for the payment of this Note, being all those
properties, rights and interests described or created by the
aforesaid Financing Statement and other Loan Documents. Maker
shall be fully liable to Holder: (i) for failure to pay taxes,
assessments or other charges which can create liens or
encumbrances on any portion of the properties described in the
Financing Statement and other Loan Documents which would be
senior to the liens of the Financing Statement or other Loan
Documents and are payable or accrue or are applicable to periods
prior to foreclosure under the Financing Statement or other Loan
Documents, to the full extent thereof, (ii) for fraud or
misrepresentation; and (iii) for the misapplication or
misappropriation of (a) proceeds under any insurance policies
paid or payable prior to foreclosure by reason of damage, loss or
destruction to property described in the Financing Statement and
other Loan Documents, or any part thereof, to the full extent of
such proceeds, (b) any proceeds or awards resulting from a
condemnation, prior to foreclosure, of the property described in
the Financing Statement and other Loan Documents, or any part
thereof, to the full extent of such proceeds or awards, or (c)
rents and other revenue from the property described in the
Financing Statement and other Loan Documents received or
applicable to a period prior to foreclosure and after notice of
default.
6.00 MISCELLANEOUS
6.01 Governing Law. This Note shall be governed by and
construed according to the laws of the State of Oklahoma, without
regard to principals of conflict of laws.
6.02 Commercial Loan. It is expressly stipulated and
agreed that the loan evidenced by this Note is given for an
actual lending transaction for business purposes and not for
personal, residential or agricultural purposes.
6.03 Notices. All notices hereunder shall be given at
the following addresses: if to Maker, 2601 Northwest Expressway,
Suite 1210W, Oklahoma City, Oklahoma 73112-7293; if to Holder, at
the Holder's address set forth above. Either party may change
their address for notice purposes upon giving five (5) days prior
notice thereof in accordance with this Section 6.03. All notices
given hereunder shall be in writing and shall be considered
properly given if mailed by first class United States Mail,
postage prepaid, registered or certified with return receipt
requested, or by delivering same in person to the intended
addressee. Any notice mailed as above provided shall be effective
upon its deposit in the custody of the U. S. Postal Service;
notice personally delivered shall be effective upon receipt.
6.04 Joint and Several Liability. If this Note is
executed by more than one party, each such party shall be jointly
and severally liable for the obligations of Maker under this
Note.
6.05 Amendment and Modification. This Note may not be
terminated or amended orally, but only by a discharge or
amendment in writing and signed by the Holder of this Note at the
time enforcement of any discharge or amendment is sought.
6.06 Captions. All Article and Section headings herein
are for convenience only and shall not be interpreted to enlarge
or restrict the provisions of this Note.
Executed the date and year first above written.
Advantage Marketing Systems, Inc.
An Oklahoma Corporation
By: JOHN W. HAIL
John W. Hail, Chief Executive Officer
Life Science Technologies Holdings, Inc.,
An Oklahoma Corporation
By: JOHN W. HAIL
John W. Hail, Chief Executive Officer
Life Science Technologies Holdings Limited
Partnership, a Nevada Limited Partnership
By: Life Science Technologies Holdings, Inc.
General Partner
By: JOHN W. HAIL
John W. Hail
Chief Executive Officer
Life Science Technologies Limited,
a Nevada limited partnership
By: Life Science Technologies Holdings, Inc.
General Partner
By: JOHN W. HAIL
John W. Hail
Chief Executive Officer
Life Science Technologies of Japan,
a Nevada limited partnership
By: Life Science Technologies Holdings, Inc.
General Partner
By: JOHN W. HAIL
John W. Hail
Chief Executive Officer
LST Fulfillment Limited Partnership,
a Nevada limited partnership
By: Life Science Technologies Holdings, Inc.
General Partner
By: JOHN W. HAIL
John W. Hail
Chief Executive Officer
