EXHIBIT 99.8
SECURED PROMISSORY NOTE
$____________ January __, 2000
FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay to
the order of Houston Venture Group, Inc. ("Note Holder"), at the address set
forth on the signature page hereof, or at such other place as the holder hereof
may designate in writing, in lawful money of the United States of America and in
immediately available funds, (except as provided below with respect to delivery
of the Shares (as defined below)) the principal sum of ________________
($_______) DOLLARS together with interest accrued from the date hereof on the
unpaid principal at the rate of 5.88% per annum, or the maximum rate permissible
by law (which under the laws of the State of California shall be deemed to be
the laws relating to permissible rates of interest on commercial loans)
whichever is less, as follows:
PRINCIPAL AND INTEREST REPAYMENT. Subject to the immediately
following sentence, the outstanding principal amount
hereunder plus all accrued unpaid interest shall be due and
payable in full on the earlier of (i) January 21, 2000 or
(ii) one (1) business day following the date of the exercise
of the option (the "Option") to purchase all of the shares of
Common Stock of Covalent Group, Inc. subject to exercise
under the Option Agreement (the "Option Shares") by and
between the undersigned and Bruce LaMont, attached hereto as
EXHIBIT A (the "Option Agreement"). In the event that the
Option Shares are purchased under the Option Agreement, the
undersigned shall repay, and the holder hereof shall accept
as payment in full of the principal amount of, and all
accrued and unpaid interest on this Note by delivery of
_____________ (_______) shares of Common Stock of Covalent
Group, Inc. (the "Shares").
If the undersigned fails to pay any of the principal and
accrued interest or deliver the Shares when due, the Note
Holder, at his sole option, shall have the right to
accelerate this Note, in which event the entire principal
balance and all accrued interest shall become immediately due
and payable, and immediately collectible by the Note Holder
pursuant to applicable law.
This Note may be prepaid at any time without penalty. All money paid toward the
satisfaction of this Note shall be applied first to the payment of interest as
required hereunder and then to the retirement of the principal.
The undersigned agrees that the proceeds received by the undersigned under this
Note shall be retained in an escrow account held at Cooley Godward LLP, the
undersigned's attorneys, and the undersigned shall not receive any of the
proceeds of this Note unless and until the Option under the Option Agreement is
exercised in full. The full amount of this Note is secured by a pledge of
___________ (______) shares of Common Stock of Covalent Group, Inc. held by the
undersigned.
1.
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The undersigned hereby represents and agrees that the amounts due under this
Note are not consumer debt, and are not incurred primarily for personal, family
or household purposes, but are for business and commercial purposes only.
The undersigned hereby waives presentment, protest and notice of protest, demand
for payment, notice of dishonor and all other notices or demands in connection
with the delivery, acceptance, performance, default or endorsement of this Note.
The holder hereof shall be entitled to recover, and the undersigned agrees to
pay when incurred, all costs and expenses of collection of this Note, including
without limitation, reasonable attorneys' fees.
This Note shall be governed by, and construed, enforced and interpreted in
accordance with, the laws of the State of California, excluding conflict of laws
principles that would cause the application of laws of any other jurisdiction.
COVALENT PARTNERS, LLC
BY:
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NAME:
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TITLE:
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Acknowledged and Agreed:
[NOTE HOLDER]
BY:
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NAME:
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TITLE:
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ADDRESS:
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2.
