Exhibit 10.29
UNSECURED PROMISSORY NOTE
San Diego, California
April 1, 1996
Page 1 of 3
FOR VALUE RECEIVED, the undersigned, Alternative Entertainment, Inc., a
Nevada corporation (hereinafter called "Maker"), promises to pay to the order
of Thomas Johnson (together with all subsequent holders of this Note,
hereinafter called "Payee"), or at such other place as Payee may from time to
time designate in writing, the principal sum of Twenty-Five Thousand Dollars
($25,000) together with interest thereon (as calculated pursuant to Paragraph
"B." herein) from the date hereof on the principal balance from time to time
outstanding (the "Principal Amount") as hereinafter provided, principal and
interest and all other sums payable hereunder to be paid in lawful money of the
United States of America as follows:
A. Interest shall accrue on the outstanding and unpaid Principal Amount at
ten percent (10%).
B. If not earlier due and payable, the unpaid principal balance, all accrued
and unpaid interest and all other amounts payable hereunder shall be due
and payable in full within one year (the "Maturity Date").
C. All amounts that may be due Payee under this Note, including, but not
limited to all interest, principal, and any other amounts due hereby,
shall, at the option of the Payee, be payable in shares of the Maker's
common stock at a price of one dollar ($1.00) per share.
All payments on this Note shall be applied in such manner as Payee elects,
and may be applied first to the payment of any costs, penalties, late charges,
fees or other charges , fees or other charges incurred in connection with the
indebtedness evidenced hereby and then to the reduction of the principal
balance. Payee acknowledges that he is an Accredited Investor (as that term is
defined under Rule 501 of Regulation D of the Securities Act of 1933). This
Note and all other documents or instruments relating to the indebtedness
evidenced by this Note or executed or delivered in connection with the
indebtedness evidenced by this Note are hereinafter called the "Loan
Documents." Time is of the essence of this Note.
At the option of Payee, the entire unpaid principal balance, all accrued
and unpaid interest and all other amounts payable hereunder shall become
immediately due and payable without notice upon the failure to pay any sum due
and owing hereunder as provided herein or upon the occurrence of any Event of
Default.
The occurrence of any of the following events or conditions shall
constitute and is hereby defined to be an "Event of Default":
(a) Any failure to pay any principal or any other amount due in
connection with this Note when the same shall become due and payable.
(b) Any failure or neglect to perform or observe any of the terms,
provisions, or covenants of any other document or instrument executed or
delivered in connection with the Note, and such failure or neglect either
cannot be remedied or, if it can be remedied, it continues unremedied for
a period of thirty (30) days after notice thereof to Maker.
(c) Any warranty, representation or statement contained in any other
document or instrument executed or delivered in connection with this Note,
or made or furnished by or on behalf of Maker, that shall be or shall
prove to have been false when made or furnished.
(d) The filing by Maker, any endorser of the Note or any guarantor
of this Note (or against Maker or such endorser or guarantor in which
Maker or such endorser or guarantor acquiesces or which is not dismissed
within forty-five (45) days after the filing thereof) of any proceeding
under the federal bankruptcy laws now or hereafter existing or any other
similar stature now or hereafter in effect; the entry of an order for
relief under such laws with respect to Maker or such endorser or
guarantor; or the appointment of a receiver, trustee, custodian or
conservator of all or any part of the assets of Maker or such endorser or
guarantor.
(e) The insolvency of Maker, any endorser of the Note or any
guarantor of this Note; or the execution by Maker or such endorser or
guarantor of an assignment for the benefit of creditors; or the convening
by Maker or such endorser or guarantor of a meeting of its creditors, or
any class thereof, for purposes of effecting a moratorium upon or
extension or composition of its debts; or the failure of Maker or such
endorser or guarantor to pay its debts as they mature; or if Maker or such
endorser or guarantor is generally not paying its debts as they mature.
(f) The admission in writing by Maker, any endorser of the Note or
any guarantor of this Note that it is unable to pay its debts as they
mature or that it is generally not paying its debts as they mature.
(g) The death or incapacity of Maker, any endorser of the Note or
any guarantor of this Note, if an individual, or the liquidation,
termination or dissolution of Maker or any such endorser or guarantor, if
a corporation, partnership or joint venture.
(h) The occurrence of any Event of Default under any other document
or instrument executed or delivered in connection with this Note; and not
otherwise specifically described in other provisions of this Note.
(i) The occurrence of any adverse change in the financial condition
of Maker that Payee, in its reasonable discretion, deems material, or if
Payee in good faith shall believe that the prospect of payment or
performance of the Note is impaired.
Maker shall pay all costs and expenses, including reasonable attorneys'
fees and court costs, incurred in the collection or enforcement of all or any
part of this Note. In the event of any court proceedings, court costs and
attorneys' fees shall be set by the court and not by jury and shall be included
in any judgement obtained by Payee.
Upon the occurrence of an Event of Default under this Note, the Payee may
proceed against any collateral securing this Note or proceed solely against the
Maker in such order and manner as Payee, in its sole discretion, shall
determine, provided that under no circumstance shall Payee be obligated to
proceed against any collateral or against the undersigned for collection of any
sums due hereunder.
Failure of Payee to exercise any option hereunder shall not constitute a
waiver of the right to exercise the same in the event of any subsequent default
or in the event of the continuance of any existing default after demand for
strict performance hereof.
Maker, sureties, and guarantors hereof: (a) agree to be jointly and
severally bound, (b) severally waive demand, diligence, presentment for
payment, protest and demand, and notice of extension, dishonor, protest, demand
and nonpayment of this Note, (c) consent that Payee may extend the time of
payment or otherwise modify the terms of payment of any part or the whole of
the debt evidenced by this Note, at the request of any other person primarily
liable hereon, and such consent shall not alter nor diminish the liability of
any person, and (d) agree that Payee may set off at any time any sums or
property owed to any of them by Payee.
No provision of this Note is intended to or shall require or permit Payee,
directly or indirectly, to take, collect or receive in money, goods or in any
other form, any interest (including amount deemed by law to be interest) in
excess of the maximum rate of interest permitted by applicable law.
If any amount due from or paid by Maker shall be determined by a court of
competent jurisdiction to be interest in excess of such maximum rate, Maker
shall not be obligated to pay such excess and, if paid, such excess shall be
applied against the unpaid principal balance of this Note, or if and to the
extent that this Note has been paid in full, such excess shall be remitted to
Maker.
This Note shall be governed by and construed according to the laws of the
State of Nevada as if this Note were executed and all actions were taken
hereby in the State of Nevada.
IN WITNESS WHEREOF, these presents are executed as of the date first
written above.
MAKER:
ALTERNATIVE ENTERTAINMENT, INC.
a Nevada corporation
By: /s/ Ralph M. Amato
-------------------
Ralph M. Amato, President & CEO
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