EXHIBIT 10.16
Date: December 21, 2001
Amount: $50,000
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PROMISSORY NOTE
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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE
LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE
SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
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PayStar Corporation, Inc., a corporation duly organized and existing
under the laws of the State of Nevada (hereinafter referred to as the
"Maker"), for value received, hereby promises to pay to XSource Corporation,
a Delaware corporation, 000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000,
("XSource"), the principal sum of fifty thousand dollars ($50,000), with
interest at the rate of 10% per annum, in such lawful money of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts. Principal and interest shall be due and
payable on January 15, 2002.
This Note is issued pursuant and is subject to the terms and conditions
of the Acquisition Agreement by, between, and among the parties hereto and
others effective as of the date of this Note and any inconsistencies between
this Note and the Acquisition Agreement shall be governed by the Acquisition
Agreement. In addition, this Note is subject to the following terms and
conditions:
All sums received hereunder shall be paid or applied first to the costs of
collecting the debt evidenced hereby; second, to interest; and third, the
balance to principal owed under this Note.
The indebtedness evidenced hereby may be prepaid in whole or in part.
The entire unpaid balance of this Note, together with any interest due
thereon, shall become immediately due and payable at the option of the holder
upon the happening of any of the following events of default ("Event of
Default"):
(a) failure to make any payment required to be paid hereunder within five
(5) business days after such payment is past due; or
(b) in the event that there exists any other default in the performance of
any term, condition, warranty or covenant herein contained and/or contained in
the Acquisition Agreement, and such other default is not cured within ten (10)
business days after written notice thereof from holder to Maker (or, if such
other default is such that it cannot be cured within a ten (10) day period,
reasonable action has not been commenced within said ten (10) day period to cure
the same and thereafter continued diligently until such other default is cured).
In the event of any default in the payment of the principal of or interest
on this Note, the Maker shall pay all reasonable costs and expenses of
collection, including, without limitation, reasonable attorney's fees whether
incurred out of court or in litigation, including appeals and bankruptcy
proceedings.
No delay or omission on the part of the holder in exercising any right
hereunder or under the Acquisition Agreement shall operate as a waiver thereof,
or preclude the exercise thereof at any time during the continuance of any Event
of Default or upon a subsequent Event of Default.
Nothing herein, nor any transaction related hereto, shall be construed or
operate so as to require the Maker to pay interest at a greater rate than shall
be lawful. Should any interest or other charges paid by Maker in connection
with the loan evidenced by this Note result in the computation or earning of
interest which is not legally permitted under the laws of the State of
California for transactions of this kind, then any and all such excess shall
be, and the same is, hereby waived by the holder hereof, or any subsequent
holder, and any and all such excess shall be automatically credited against
and applied in reduction of the balance due under this Note and any portion
which exceeds the balance due under this Note shall be paid by such party to
the Maker.
This Note may be extended or modified by agreement of the holder for
whatever consideration, without notice to any person and without prejudice to
the liability of the Maker hereof.
This Note inures to the benefit of the holder and its successors and
assigns and shall be binding upon the Maker, and its successors and assigns.
IN WITNESS WHEREOF, the Maker has executed this Note to be effective the
day and year first above written.
PayStar Corporation
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Chairman
