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Ex-10.50
Form of $250,000 Promissory Note from WMS Financial Planners, Inc.
to the Company dated July 13, 2000
EXHIBIT 10.50
PROMISSORY NOTE
$250,000 July 13, 2000
FOR VALUE RECEIVED, WMS Financial Planners, Inc., a Washington
corporation ("Maker") promises to pay Telegen Corporation ("Payee") the sum of
$250,000 on or before January 31, 2001, together with simple interest on the
unpaid balance at the rate of eight percent (8%) per annum.
1. PAYMENT. Payment shall be made at the executive offices of Payee or
at any other place Payee designates in writing from time to time, and shall be
in lawful money of the United States of America.
2. PREPAYMENT. This Note may be prepaid at any time, in whole or in
part, without premium or penalty.
3. ACCELERATION OF PAYMENT. The entire principal amount hereof shall
immediately become due and payable (without Demand for Payment, Notice of
Non-Payment, Presentment, Notice of Dishonor, Protest, Notice of Protest, or any
other notice or demand, all of which maker hereby waives) if:
a. Maker has made any misrepresentation in or with respect
to, or has breached any provision of, this Promissory note;
b. Maker fails to pay when due any payment and such failure
continues for a period of thirty (30) days;
c. Maker defaults in the performance of, or compliance
with, any other term, provision, covenant, or condition of this Promissory Note,
and the default or noncompliance is not remedied to Payee's satisfaction within
thirty (30) days after Payee gives Maker written notice of the default or
noncompliance;
d. Maker makes an assignment for the benefit of creditors,
or a trustee or receiver of Maker or of a substantial portion of its assets is
appointed, and the trustee or receiver is not discharged within sixty (60) days;
or
e. Any proceeding involving Maker is voluntarily commenced
by Maker under any bankruptcy, reorganization, insolvency, readjustment or debt,
marshaling of assets and liabilities, dissolution, or liquidation law or statute
of the United sates or of any state, or a proceeding of this nature is
involuntarily instituted against Maker, and Maker by any action indicates its
approval of, or consent to, or acquiescence in, the proceeding, or the
proceeding remains undismissed for (60) days.
4. COSTS OF COLLECTION; FORM. If Maker fails to make timely the payments
required herein, Maker shall pay all costs of collection when incurred
including, without limitation, attorneys' fees and expenses and court costs.
Such costs will be added to the balance of principal.
5. FAILURE OR DELAY NON-WAIVER. Failure of the Payee hereof to assert
any right contained herein, or delay in asserting any such right, shall not be
deemed a waiver of that right.
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6. NEGOTIABILITY. This Note may not be transferred, assigned, pledged or
negotiated without the written consent of Maker.
7. WAIVER OF PROCEDURAL DEFENSES. Maker waives Demand for Payment,
Notice of Nonpayment, Presentment, Notice of Dishonor, Protest, Notice of
Protest, or any other notice or demand in connection with Promissory Note.
8. MODIFICATIONS. This Promissory Note may not be changed, modified or
amended, or terminated, nor may any of its provisions be waived, except by an
agreement in writing signed by the party whom enforcement thereof is sought.
9. SECURITY This Promissory Note is secured by 50,000 shares of common
stock of Payee pursuant to the terms of a Security Agreement and Pledge of
Shares dated as of the date hereof.
10. CHOICE OF LAW. This Promissory Note shall be governed by and
construed in accordance with the Laws of the state of California.
11. PROMISE BINDING. This Promissory Note shall be binding upon Maker
and Maker's successors and assigns.
Personally Guaranteed: WMS Financial Planners, Inc.
/s/ WILLIAM M SWAYNE By: /s/ CAROLYN OLBERG
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William M. Swayne II Carolyn Olberg,
Vice-President of
Administration
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