EXHIBIT 6
PROMISSORY NOTE
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$136,444.90 Dallas, Texas January 7, 2000
FOR VALUE RECEIVED, the undersigned, Telenetics Corporation, a California
corporation ("Maker"), hereby unconditionally promises to pay to the order of
Xxxxxxxx & Xxxxxx, Inc., a Texas corporation ("Lender"), or other holder of this
Note (Lender or such holder being called "Payee"), at 0000 Xxxxxxxxx Xxxx,
Xxxxxx, Xxxxx 00000, or at such other address given by Payee to Maker, the
principal sum of One Hundred Thirty Six Thousand Four Hundred Forty-Four and
90/100 Dollars ($136,444.90), together with interest thereon at the rate of 10%
per annum. All payments of interest shall be computed on the per annum basis of
a 360-day year composed of twelve 30-day months.
1. Post-Maturity Interest. The entire unpaid principal balance of this
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Note from day to day outstanding shall, from and after maturity, bear interest
at the highest lawful rate.
2. Payment Terms. The principal of and interest on this Note shall be
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paid as follows:
(a) Principal of and interest on this Note shall be due and payable in
full on February 15, 2000.
(b) Maker shall have the right to prepay all or any part of this Note,
without premium or penalty, prior to the date of maturity.
3. Application of Payments. All payments and prepayments on this Note
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shall be applied first to accrued but unpaid interest and then to unpaid
principal in inverse order of maturity.
4. Security. Payment of this Note is secured as set forth in that
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certain Stock Pledge Agreement (herein so called) and that certain Guaranty
(herein so called), each dated the date of this Note and executed by Xxxxxxx X.
Armani ("Armani").
5. Costs of Collection. If this Note is placed in the hands of an
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attorney for collection, Maker agrees to pay the reasonable attorneys' fees and
costs of collection of the holder hereof.
6. Events of Default and Remedies. The entire unpaid principal balance
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of, and all accrued and unpaid interest on, this Note shall immediately become
due and payable at the option of Payee upon the occurrence of one or more of the
following events of default (individually and collectively, hereinafter called a
"Default"):
(a) The failure or refusal of Maker to pay all or any part of the
principal of or accrued interest on this Note as and when the same becomes
due and payable in accordance with the terms hereof, and the continuation
of such failure or refusal for a period of ten days after notice thereof to
Maker from Payee; or
(b) Maker shall (i) voluntarily seek, consent to, or acquiesce in the
benefit or benefits of the Bankruptcy Code of the United States of America
or any other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization,
suspension of payments, or similar debtor relief law from time
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to time in effect affecting the rights of creditors generally ("Debtor
Relief Laws") or dissolve or liquidate, or (ii) be made the subject of any
proceeding provided for by any Debtor Relief Law that could suspend or
otherwise affect any of the rights of the holder hereof; provided, however,
if such proceeding described in this clause (ii) is withdrawn or dismissed
within 60 days from the date of the institution of such proceeding, then
such event shall no longer be deemed a Default hereunder; or
(c) The failure of Armani to deliver the Collateral (as defined in the
Stock Pledge Agreement) pursuant to and as required by the Stock Pledge
Agreement by the close of business on January 17, 2000, or the failure of
any of the representations or warranties made by Armani in the Stock Pledge
Agreement to be true and correct when made; or
(d) The failure or refusal by Maker to perform any of its obligations
under this Note (other than those described in (a) immediately above) if
such failure or refusal continues for a period of 30 days after notice
thereof to Maker from Payee; or
(e) The occurrence of a default under the Stock Pledge Agreement or
the Guaranty or any other document, instrument, or agreement executed to
provide a guaranty of or security for this Note (each, a "Note Document").
In the event a Default shall have occurred and be continuing, Payee may
proceed to protect and enforce its rights hereunder and under the Note Documents
either by suit in equity and/or by action at law, or by other appropriate
proceedings, whether for the specific performance of any covenant or agreement
contained herein or in any of the Note Documents or in aid of the exercise of
any power or right granted by this Note or any of the Note Documents or to
enforce any other legal or equitable right of Payee.
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7. Usury Savings Clause. Regardless of any provision contained in this
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Note or any of the other Note Documents, (a) Payee shall never be deemed to
have contracted for or be entitled to receive, collect, or apply as interest on
this Note any amount in excess of the maximum rate of non-usurious interest
permitted by applicable law; (b) in no event shall Maker be obligated to pay
interest exceeding such maximum legal rate; and (c) all agreements, conditions,
or stipulations, if any, that may in any event or contingency whatsoever operate
to bind, obligate, or compel Maker to pay a rate of interest exceeding the
maximum legal rate shall be without binding force or effect, at law or in
equity, to the extent only of the excess of interest over such maximum legal
rate. If any interest is charged in excess of the maximum legal rate
(hereinafter referred to as "Excess"), Maker acknowledges and stipulates that
any such charge shall be the result of an accidental and bona fide error, and
such Excess shall be first applied to reduce the principal then unpaid
hereunder; second, applied to any other obligation of Maker to Payee, and third,
returned to Maker, it being the intention of the parties hereto not to enter at
any time into an usurious or other illegal relationship. Maker recognizes that
such an unintentional result could inadvertently occur. By the execution of
this Note, Maker covenants that (a) the credit or return of any Excess shall
constitute the acceptance by Maker of such Excess and (b) Maker shall not seek
or pursue any other remedy, legal or equitable, against Payee or any holder
hereof based, in whole or in part, upon the charging or receiving of any
interest in excess of the maximum legal rate. For the purpose of determining
whether or not any Excess has been contracted for, charged, or received by
Payee, Payee and Maker shall, to the maximum, extent permitted by applicable
law, (a) characterize any non-principal payment (other than payments that are
expressly designated as interest payments under this Note) as an expense, fee,
or premium and not as interest; (b) exclude the effects of voluntary
prepayments; and (c) spread, amortize, prorate, and allocate all interest at any
time contracted for, charged, or received by Payee in equal parts during the
entire term of this Note.
8. Waivers. Maker and each surety, endorser, guarantor, and other party
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liable for the payment of any sums of money payable on this Note severally waive
presentment and demand for payment, protest, and notice of protest and
nonpayment and agree that their liability on this Note shall not be affected by
any renewal or extension in the time of payment hereof or by any release or
change in any security for the payment of this Note, regardless of the number of
such renewals, extensions, releases, or changes.
9. Business Days. In any case where a payment of principal or interest
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hereon is due on a day which is not a Business Day, Maker shall be entitled to
delay such payment until the next succeeding Business Day, but interest shall
continue to accrue until the payment is, in fact, made. As used herein,
"Business Day" means every day other than a Saturday, Sunday, or other day on
which national banks in the State of Texas are not required to be open for
business.
Maker:
TELENETICS CORPORATION
By:
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Its:
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