SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 1998
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DHB CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
0-22429
(Commission File Number)
Delaware 0-22429 11-3129361
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11 Old Westbury Road, Old Westbury, New York 11568
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 997-1155
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets:1
On February 9, 1998, Registrant ("DHB Capital Group, Inc.") acquired all of the
outstanding common equity securities of Lanxide Armor Products, Inc. and Lanxide
Electric Components, Inc. pursuant to an Assignment Agreement dated as of
February 6, 1998 by and between DHB Capital Group, Inc. ("DHB") and E.I Du Pont
de Nemours and Company ("DuPont") and a Transfer Agreement, dated as of February
6 1998 by and among Lanxide Corporation ("Lanxide"), DHB, Lanxide Armor
Products, Inc. ("LAP"), Lanxide Electronic Components, Inc. ("LEC") and Lanxide
Technology Company, L.P. ("LTC).
Lanxide had executed and delivered to PNC Bank, Delaware (the "Bank"), a
Revolving Credit and Time Note dated February 24, 1993, in the original
principal amount of $5,970,000 (the "Note").
DuPont had executed a Guarantee Agreement in favor of the Bank pursuant to which
DuPont guaranteed certain obligations of Lanxide under the Note (the
"Guarantee").
In connection with the Guarantee, DuPont and Lanxide entered into a Loan
Guarantee Letter Agreement, dated December 15, 1992 (the "Letter Agreement")
pursuant to which Lanxide granted to DuPont, as collateral, the option to
require Lanxide to either (1) transfer all of the shares of Lanxide Armor
Products, Inc. and Lanxide Electronics Components, Inc. ("Option 1") or (ii)
transfer all of the shares of LAP and to cause its affiliate Lanxide Technology
Company, L.P. to transfer its 9.9% interest in DuPont Lanxide Composites, LP and
10% of the outstanding shares of common stock of DuPont Lanxide Composites, Inc.
("Option 2"), to DuPont upon the occurrence of certain events, including
Lanxide's notification to DuPont that it does not intend to meet its obligations
under the Note.
By letter dated February 6, 1998 Lanxide notified DuPont that it was not able to
meet its obligation under the Note and pursuant to the Assignment Agreement DHB
purchased and acquired from DuPont, all of DuPont's right, title and interest
under the Letter Agreement relating to Option 1 (the "Assignment").
Pursuant to the Transfer Agreement DHB notified lanxide that it elects to
acquire all of the outstanding common equity securities of LEC and LAP pursuant
to Option 1 and Lanxide conveyed, assigned, transferred and delivered to DHB all
of the Equity Securities pursuant of Option 1. In consideration of the
Assignment and the Transfer DHB paid DuPont an aggregate cash payment of
$4,800,000.
Upon receipt of such payment, DuPont immediately paid the Bank $5,745,758.33,
plus additional daily interest and late fees that were required to be paid in
order for the Bank to be paid in full.
The Transfer Agreement also provides for the continued licensing of certain
technology to LEC and LAP by Lanxide Technology Company, LP which company is
owned by Lanxide.
<PAGE>
The amount of consideration paid by DHB to DuPont was arrived at by arms length
negotiations between the parties. The source of the funds for the transaction
was a loan to DHB from David H. Brooks, Chairman, CEO and the principal
stockholder of DHB, in the amount of Six Million Dollars ($6,000,000) to be used
for the $4,800,000 purchase price as well as to provide DHB with additional
working capital which may be needed for the operations of LEC and LAP. The loan
from Mr. Brooks to DHB is evidenced by a Promissory Note in the principal amount
of Six Million Dollar, bearing interest at the rate of twelve percent (12%) per
annum, with principal and interest due and payable on March 1, 1999. The loan is
secured by substantially all of the assets of DHB pursuant to a Loan and
Security Agreement entered into on Feburary 9, 1998, the date of the Loan.
Both LEC and LAP are based in Newark, Delaware. LEC is a supplier of silicon
carbide/aluminum composites to the electronics industry.
LEC is focused on serving the needs of the electronics industry by providing
unique solutions to thermal management, packaging and structual challenges
encountered in many high performance commercial, aerospace, and military
applications.
LEC's manufacturing facility is equipped with manufacturing systems for
high-volume, continuous processing and low-volume batch type processing.
LAP is involved in research and development of advanced armor systems based on
proprietary ceramic and metal matrix composite materials, in the design and
analysis of ceramic faced/composite backed armors, and in the manufacture of
ceramic matric composites-hard materials for armor, and composite armor panels
and parts for lighwwight protection of personnel, vehicles, and aircraft.
DHB's present intention is to continue operating both of these company.
LAP is currently and has been a supplier of hard armor plates and DuPont is
currently and has been a supplier of ballistic fabric to companies in DHB Armor
Group Inc. , a wholly owned subsidiary of DHB.
<PAGE>
Item 7. Financial Statement and Exhibits:
(a) Financial Statements of businesses acquired
(b) Pro forma financial information.
It is impracticable to provide any required financial statements and
any pro form a financial information which may be required at the time
of the filing of this report on Form 8-K.
The required financial statements and required pro forma financial information,
if any, will be filed as an amendment to this report on Form 8-K as soon as
practicable but not later than 60 days after this report on Form 8-K is required
be filed.
(c) Exhibits
Unless otherwise noted the following exhibits are filed herewith:
1. Assignment Agreement dated as of February 6, 1998 by and between DHB
Capital Group, Inc. and E.I. du Pont de Nemours and Company.
2. Transfer Agreement, dated as of February 6, 1998 by and among Lanxide
Corporation, DHB Capital Group, Inc. Lanxide Armor Products, Inc,
Lanxide Electronic Components, Inc. and Lanxide Technology Company,
L.P.
3. Notification Letter from Lanxide Corporation to E.I. duPont de Nemours
and Company dated February 6, 1998.
4. Negotiable Promissory Note form DHB Capital Group, Inc. to David Brooks
dated February 9, 1998.
5. Loan and Security Agreement between DHB Capital Group, Inc. and David
Brooks dated February 9, 1998. *
*To be supplied by amendement to this report.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DHB Capital Group, Inc
Registrant
Date February 24, 1998 /s/ David H. Brooks
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David H. Brooks, Chairman & CEO
<PAGE>
EXHIBIT INDEX
1. Assignment Agreement dated as of February 6, 1998 by and
between DHB Capital Group, Inc. and E.I. du Pont de Nemours
and Company
2. Transfer Agreement, dated as of February 6, 1998 by and among Lanxide
Corporation, DHB Capital Group, Inc, and Lanxide
Technology Company, LP.
3. Notification Letter from Lanxide Corporation to E.I. du Pont de Nemours
and Company dated February 6, 1998.
4. Negotiable Promissory Note from DHB Capital Group, Inc. to David Brooks
dated February 9, 1998.
5. Loan and Security Agreement between DHB Capital Group, Inc. and David
Brooks dated February 9, 1998. *
*To be supplied by Ammendment.
<PAGE>
EXHIBIT 1
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT (this "Agreement"), dated as of February
6, 1998 by and between DHB Capital Group, Inc. ("DHB") and E. I. du Pont de
Nemours and Company ("DuPont").
WHEREAS, Lanxide Corporation ("Lanxide") has executed and
delivered to PNC Bank, Delaware (f/k/a/ Bank of Delaware) (the "Bank"), a Revolv
ing Credit and Time Note dated February 24, 1993, in the original principal
amount of $5,970,000 (as amended, the "Note");
WHEREAS, DuPont has executed a Guarantee Agreement in favor of
the Bank pursuant to which DuPont guaranteed certain obligations of Lanxide
under the Note (as amended, the "Guarantee");
WHEREAS, in connection with the Guarantee, DuPont and Lanxide
entered into a Loan Guarantee Letter Agreement, dated December 15, 1992 (as
amended, the "Letter Agreement") pursuant to which Lanxide has granted to
DuPont, as collateral, the option to require Lanxide to either (i) transfer all
of the shares of Lanxide Armor Products, Inc. ("LAP") and Lanxide Electronics
Components, Inc. ("LEC") ("Option 1") or (ii) transfer all of the shares of LAP
and to cause its affiliate Lanxide Technology Company, L.P. to transfer its 9.9%
interest in Du Pont Lanxide Composites, L.P. and 10% of the outstanding shares
of common stock of Du Pont Lanxide Composites, Inc. ("Option 2"), to DuPont upon
the occurrence of certain events, including Lanxide's notification to DuPont
that it does not intend to meet its obligations under the Note; and
WHEREAS, Lanxide has notified DuPont that it is not able to
meet its obligations under the Note.
NOW, THEREFORE, intending to be legally bound hereby, the
parties agree as follows:
1. Assignment of Rights; Transfer of LEC Preferred Stock.
(a) DuPont hereby sells, conveys, assigns and transfers
to DHB, and DHB hereby purchases and acquires from DuPont, all of DuPont's
right, title and interest under the Letter Agreement relating to Option 1 (the
"Assignment"). DHB hereby agrees to select Option 1 and understands that Option
2 is not being offered.
(b) DuPont represents and warrants that it has not
transferred its interest in the Letter Agreement to any other party or suffered
any lien or encum brance thereon.
(c) DuPont hereby transfers all of the outstanding
shares of preferred stock of LEC to DHB and waives any and all rights relating
thereto (the "Transfer").
2. Purchase Price; Payment of Indebtedness; etc. In consider
ation of the Assignment and the Transfer, upon the execution of this Agreement:
<PAGE>
(a) DHB shall immediately pay to DuPont an aggregate
cash payment of $4,800,000 via a wire transfer of immediately available funds to
the following account:
Chase Manhattan Bank, N.Y.
Account Number: 910-1-012723
Account Name: E.I. du Pont de Nemours and Company
ABA Routing Number: 021000021
(b) Upon receipt of such payment, DuPont shall
immediately wire transfer to the account set forth in the letter from the Bank
to Lanxide and DuPont, dated February 4, 1998, a copy of which is attached
hereto (the "Payoff Letter"), immediately available funds in an amount equal to
$5,745,758.33, plus any additional daily interest and late fees that are
required to be paid pursuant to the Payoff Letter in order for the Bank to be
paid in full.
(c) DHB hereby acknowledges and agrees that DuPont
makes no representation or warranty regarding the business, operations or assets
of Lanxide, LEC or LAP and that DuPont has no obligation or liability with
respect to such entities.
(d) The parties hereto understand and agree that DHB is
solely responsible for making a determination as to the suitability of this
transaction for DHB's intended purposes. DHB has conferred with legal counsel
and has had an opportunity to review information necessary to make its own
independent, informed decisions concerning this transaction. Further, neither
party makes any representa tions or warranties as to (i) the enforceability of
this transaction (but each shall comply with terms and conditions of this
Agreement and shall proceed with this transaction in good faith) or (ii) DHB's
prospective ability to exercise the Option to select LEC and LAP pursuant to the
Letter Agreement. DHB is not relying on any representations, warranties or other
statements made by DuPont or on behalf of DuPont, but rather is relying upon its
own analysis or such other information as it deems appropriate. Each party
recognizes that Lanxide may be financially insolvent.
3. Miscellaneous.
(a) This Agreement may be amended, modified or supple
mented at any time by written agreement of the parties hereto.
(b) This Agreement contains the entire understanding of
the parties hereto with respect to its subject matter and supersedes all prior
agreements and understandings, oral and written, with respect to its subject
matter.
(c) Should any provision of this Agreement for any
reason be declared invalid or unenforceable, such decision shall not affect the
validity or enforceability of any of the other provisions of this Agreement,
which other provi sions shall remain in full force and effect and the
application of such invalid or unenforceable provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall be valid and be enforced to the fullest extent permitted by law.
<PAGE>
(d) This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, successors and permitted assigns, but except as
contemplated herein, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, directly or indirectly, by any party
hereto without the prior written consent of the other parties hereto.
(e) This Agreement is not intended and shall not be
deemed to confer upon or give any person except the parties hereto and their
respective successors and permitted assigns any remedy, claim, liability,
reimbursement, cause of action or other right under or by reason of this
Agreement.
(f) This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(g) This Agreement shall be governed by the laws of the
State of Delaware, without regard to the principles of conflicts of law thereof.
SIGNATURE PAGE FOLLOWS
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Assignment Agreement as of the date first written above.
DHB CAPITAL GROUP, INC.
By:
Name:
Title:
E.I. DU PONT DE NEMOURS AND
COMPANY
By:
Name:
Title:
<PAGE>
EXHIBIT 2
TRANSFER AGREEMENT
TRANSFER AGREEMENT, dated as of February 6, 1998 by and among
Lanxide Corporation ("Lanxide"), DHB Capital Group, Inc. ("DHB"), Lanxide Armor
Products, Inc. ("LAP"), Lanxide Electronic Components, Inc. ("LEC") and Lanxide
Technology Company, L.P. ("LTC").
WHEREAS, pursuant to the terms of the Assignment Agreement
(the "Assignment Agreement"), dated as of February 6, 1998, by and between DHB
and E. I. du Pont de Nemours and Company ("DuPont"), DuPont has assigned all of
its right, title and interest under the Letter Agreement (as defined in the
Assignment Agreement) relating to Option 1 (as defined in the Assignment
Agreement); and
WHEREAS, Lanxide, in connection with the execution of this
Agreement, is simultaneously notifying DuPont that it does not intend to meet
its obligations under the Note (as defined in the Assignment Agreement).
NOW, THEREFORE, intending to be legally bound hereby, the
parties agree as follows:
1. Transfer of LEC and LAP.
(a) DHB hereby notifies Lanxide that it elects to
acquire all of the outstanding common equity securities of LEC and LAP (the
"Equity Securities") pursuant to Option 1.
(b) Lanxide hereby conveys, assigns, transfers and
delivers to DHB all of the Equity Securities (the "Equity Sale") pursuant to
Option 1.
(c) Notwithstanding the Equity Sale, Lanxide shall
retain custody, to the extent permitted by law, of (i) all information covered
by LAP's U.S. Government Facility Clearance until DHB obtains a U.S. Government
Facility Clearance covering such information and (ii) all assets covered by
LAP's Federal Firearms License until DHB obtains a Federal Firearms License
covering such assets.
(d) DHB hereby agrees to use its best efforts, and
Lanxide hereby agrees to assist DHB in connection therewith, to cause LEC and
LAP to hire, at a minimum, all of the persons employed as of February 2, 1998,
by LEC and LAP, respectively, upon substantially the same wages that such
persons were receiving from LEC and LAP as of February 2, 1998 and consistent
with current benefits provided by DHB to its employees..
(e) DHB hereby agrees to the cancellation of the
outstanding shares of preferred stock of LEC that DuPont is transferring to DHB
pursuant to the Assignment Agreement and waives any and all rights relating
thereto.
(f) Lanxide hereby represents and warrants to DHB that:
(i) the Equity Securities constitute all of the issued and outstanding common
equity of LEC and LAP, other than certain options to acquire securities of LEC
held by employees of LEC representing no more than 10% of the common equity of
LEC; (ii) accounts payable of LEC are not greater than $506,000 and the accounts
payable of LAP are not greater than $320,000; (iii) all rent on real estate
<PAGE>
occupied by LEC and LAP at Marrows Road has been paid through March 31; (iv) LAP
rent at Forge Road through March 31 will be paid by Lanxide; (v) the attached
Equipment List repre sents machinery and equipment owned or leased by LEC and
LAP and, to the extent necessary for operations, is in satisfactory working
condition; (vi) financial state ments and other documents provided to DHB by
Lanxide in connection with the transactions contemplated thereby, are to the
best knowledge of Lanxide, true and correct in all material respects or to be
completed; (vii) Lanxide is current on its real estate taxes; and (viii)
utilities, including telephone through the date hereof will be paid by Lanxide
from the proceeds of asset sales. Lanxide will use its best efforts to ensure
that telephone service will not be shut off pending such payments. EXCEPT FOR
THE FOREGOING REPRESENTATIONS AND WARRANTIES, LANXIDE HAS NOT MADE AND DOES NOT
HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY NATURE
AND DHB ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING LEC AND LAP PURSUANT TO THE
OPTION ON AN "AS IS WHERE IS" BASIS.
(g) DHB hereby releases Lanxide from any further
obligation or liability under the Guarantee Agreement.
2. Sale of LAP Equipment.
(a) DHB hereby sells, conveys, assigns, transfers and
delivers to LTC, and LTC hereby purchases and acquires from DHB, all of the
assets set forth on Schedule 1 hereto (the "Asset Sale").
(b) In consideration of the Asset Sale, upon the
execution of this Agreement, LTC shall immediately pay an aggregate cash payment
of $1.00 to DHB.
(c) Lanxide agrees to require any purchaser of the
assets set forth on Schedule 1 hereto from LTC to provide adequate assurance
that such purchaser will provide castable MMC Ingot to LEC on a basis no less
favorable than those made available to any other customer of like quantity and
quality of MMC Ingot.
3. License Agreement.
(a) LTC and LEC each agrees that the License Agreement,
dated as of July 25, 1995, between LTC and LEC is hereby amended in the manner
set forth in Schedule 2 hereto, effective as of the date hereof.
(b) LTC and LAP each agrees that the License Agreement
dated as of March 31, 1987, between LTC and LAP (f/k/a Lanxide Products Com
pany, Inc.) is hereby amended in the manner set forth in Schedule 3 hereto,
effective as of the date hereof.
4. Miscellaneous.
(a) Notwithstanding anything to the contrary contained
in this Agreement, no party hereto shall have any obligation or liability under
this Agree ment until DHB pays DuPont $4,800,000 in accordance with Section 2(a)
of the Assignment Agreement.
(b) All of the transactions contemplated by this
Agreement shall be deemed to have occurred simultaneously, and no such
transaction shall be deemed to have been consummated until all such transactions
have been consum mated.
<PAGE>
(c) This Agreement may be amended, modified or supple
mented at any time by written agreement of the parties hereto.
(d) This Agreement contains the entire understanding of
the parties hereto with respect to its subject matter and supersedes all prior
agreements and understandings, oral and written, with respect to its subject
matter.
(e) Should any provision of this Agreement for any
reason be declared invalid or unenforceable, such decision shall not affect the
validity or enforceability of any of the other provisions of this Agreement,
which other provi sions shall remain in full force and effect and the
application of such invalid or unenforceable provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall be valid and be enforced to the fullest extent permitted by law.
(f) This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, successors and permitted assigns, but except as
contemplated herein, neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, directly or indirectly, by any party
hereto without the prior written consent of the other parties hereto. Nothing
contained herein shall prohibit DHB from selling LEC with its license from LTC
or require Lanxide's consent thereto.
(g) This Agreement is not intended and shall not be
deemed to confer upon or give any person except the parties hereto and their
respective succes sors and permitted assigns any remedy, claim, liability,
reimbursement, cause of action or other right under or by reason of this
Agreement.
(h) This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(i) This Agreement shall be governed by the laws of the
State of Delaware, without regard to the principles of conflicts of law thereof.
SIGNATURE PAGE FOLLOWS
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Transfer Agreement as of the date first written above.
LANXIDE CORPORATION
By:
Name:
Title:
DHB CAPITAL GROUP, INC.
By:
Name:
Title:
LANXIDE ARMOR PRODUCTS, INC.
By:
Name:
Title:
LANXIDE ELECTRONIC
COMPONENTS, INC.
By:
Name:
Title:
LANXIDE TECHNOLOGY
COMPANY, L.P.
By:
Name:
Title:
<PAGE>
EXHIBIT 3
[GRAPHIC-LANXIDE LOGO] LANXIDE CORPORATION
TRALEE INDUSTRIAL PARK NEWARK, DE 19711
TELEPHONE (802)434-0244
February 6, 1998
E.I. du Pont de Nemours and Company
DuPont Building
1007 Market Street
Wilmington, DE 19898
Attention: Mr. Robert Paonessa
Gentlemen:
This letter serves to notify you pursuant to the terms of the Loan
Guarantee Letter Agreement dated December 15, 1992 between E.I. du Pont de
Nemours and Company ("DuPont") and Lanxide Corporation ("Lanxide"), as amended
(the "Letter Agreement"), that Lanxide does not intend to meet its obligations
under the Revolving Credit and Time Note dateD February 24, 1993 (as amended,
the "Note"), executed by Lanxide in favor of PNC Bank, Delaware (f/k/a/ Bank of
Delaware)(the "Bank"). Lanxide understands that DuPont is assigning its right
under the Letter Agreement to DHB Capital Group, Inc. ("DHB") and Lanxide hereby
consents to such assignment.
This letter also serves to evidence the agreement between DuPont and
Lanxide that upon DuPont's receipt of a wire transfer in the amount of
$4,800,000 from DHB pursuant to the terms of the Assignment Agreement dated as
of the date hereof between DuPont and DHB (the "Assignment Agreement"), DuPont:
(i) shall wire transfer to the account set forth in the letter from the Bank to
Lanxide, dated February 4, 1998, a copy of which is attached hereto (the "Payoff
Letter"), immediately available funds in an amount equal to $5,745,758.33, plus
any additional daily interest and late fees that are required to be paid
pursuant to the Payoff Letter in order for the Bank to be paid in full; and (ii)
agrees that Lanxide shall be released from any and all obligations and
liabilities to DuPont under the Letter Agreement.
<PAGE>
E.I. du Pont de Nemours and Company
February 6, 1998
Page 2
This letter further serves to evidence the agreement between DuPont and
Lanxide that upon the payment by DuPont of the Payoff Payment, Lanxide agrees to
cancel its line of credit with the Bank.
If the foregoing correctly sets forth our understanding, please sign
the acknowledgement set forth below.
Sincerely,
LANXIDE CORPORATION
By: s/sMarc S. Newkirk
----------------------
Marc S. Newkirk
President and Chief Executive
Officer
Acknowledged and Agreed
This 6th day of February, 1998
E.I. du Pont de Nemours and Company
By:_________________
Name:
Title:
<PAGE>
EXHIBIT 4
NEGOTIABLE PROMISSORY NOTE
$6,000,000.00
February 9, 1998
FOR VALUE RECEIVED, the undersigned, DHB CAPITAL GROUP INC., whose
corporate offices are located at 11 Old Westbury Road, Old Westbury NY 11568
(the "Maker") does hereby promise to pay to the order of DAVID BROOKS, whose
residence is located at 20 Red Ground Road, Old Westbury, NY 11568 (the
"Holder"), the principal sum of Six Million Dollars, ($6,000,000), (the
"Principal"), together with interest at the rate of twelve per cent (12%) per
annum.
Principal and interest shall be due and payable on March 1, 1999.
Upon any default, hereunder, the Maker and any signer, guarantor or
endorseR hereof shall pay all costs of collection, including attorney's fees,
whether or not suit is commenced, paid or incurred in enforcing this note.
All Principal and interest hereunder is payable in lawful money of the
United States of America at the residence of the Holder at the address shown
above, or at such other place as may be designated in writing by the Holder of
the Note, in immediately available funds.
The Maker of this Note for itself and its legal representatives,
successors and assignors, hereby expressly waives presentment, demand, protest,
notice of protest, presentment for the purpose of accelerating maturity,
diligence in collection, any exemption or other provision of bankruptcy laws or
insolvency laws, and consents that the Holder hereof may release or surrender,
exchange or substitute any personal property or other collateral security now
held or which may hereafter be held as security for the payment of the Note, and
may extend the time for payment or otherwise modify the terms of payment of any
part or the whole of the debt evidenced hereby.
All agreements between the Maker and the Holder hereof are hereby
expressly limited so that no contingency or event whatsoever, whether by reason
oF acceleration of the maturity of the indebtedness or otherwise, shall the
amount paid or agreed to be paid to the Holder hereof for the use, forbearance
or detention of the indebtedness evidenced hereby exceed the maximum permissible
amount paid or agreed to be paid to the Holder hereof under applicable law. If
for any circumstance whatsoever, fulfillment of any provision hereof or at the
time performance of such provision shall be due, shall involve transcending the
limit of the validity prescribed by law, them ipso facto the obligation to be
fulfilled shall be reduced to the limit of such validity, and if from any
circumstance the Holder hereof should ever receive as interest an amount which
would exceed the highest lawful rate, such amount which would be excessive
interest shall be applied to the reduction of the payment of interest. As used
herein, the term "applicable law" shall mean the law in effect as of the date
hereof, provided, however, that in the event there is a change in the law which
results in a higher permissible rate, then this Note shall be governed by such
new law as of its effective date.
<PAGE>
This Note and all transactions hereunder and/or evidenced herein shall
be governed by, construed and enforced in accordance with the laws of the New
York.
IN WITNESS HEREOF, the Maker has caused this Note to be executed as of
the date first above written.
DHB CAPITAL GROUP INC.
/s/Mary Kreidell
----------------
Mary Kreidell
Secretary
County of: Broward
State of: Florida
/s/Beverly A. Fitzgerald
- ------------------------
Beverly A. Fitzgerald
Notary Public
*The above individual is personally known to me.
