PET TECHNOLOGIES, INC.,
Canadian corporation (“Borrower”), hereby covenants and promises to pay to the
order of POSITRON
publicly owned Texas corporation (the “Holder”), Two
Million Eight Hundred Thousand Dollars
($2,800,000.00), in lawful money of the United States of America, payable before
July 1, 2008 (the “Due Date”). Borrower shall make payments to Holder on a
monthly amortization schedule to be defined. All principal, interest and other
costs hereunder shall be due and payable to the Holder of this Non-Negotiable
Promissory Note (the “Note").
shall have the right to prepay, without penalty, all or any part of the unpaid
balance of this Note at any time on five (5) days prior written notice;
provided, however, that any partial prepayment shall be applied upon the
installments of principal and interest in the inverse order of their becoming
due, and upon making any such prepayment in full, Borrower shall pay to the
Holder all interest owing pursuant to this Note. Borrower shall not be entitled
to re-borrow any prepaid amounts of the principal, interest or other costs
charges. Borrower is duly authorized to enter into this Note. This Note may
be assigned without the Holder’s prior written permission.
it is agreed that if any installment of principal and/or interest on this Note
is not paid when due, the entire unpaid portion of this Note and all sums
payable hereunder may be declared immediately due and payable at the option
the Holder. After the Due Date, whether by acceleration or otherwise, interest
shall accrue on the principal amount, and accrued interest thereon remaining
unpaid at an interest rate equal to 15% per annum or the highest lawful rate,
whichever is lower, until paid. All payments of principal and interest under
this Note are to be made to the Holder at 1304 Langhorn Creek Drive, #400,
Houston, Texas 77084, or at such other address as the Holder may, from time
time, designate in writing.
and the Holder acknowledge that the Note is enforceable, valid and binding
and by the parties hereto. If for any reason, any court authority or
governmental entity declares this Note invalid, unlawful or against public
policy, then, the parties hereto acknowledge that the obligation of the Borrower
to repay the Note shall not be affected by such declaration.
shall pay to the Holder, on demand, each cost and expense (including, without
limitation, reasonable attorneys' fees and all costs of suit) incurred by the
Holder in (a) collecting any of the outstanding principal of this Note, any
interest owing pursuant to this Note and remaining unpaid, or any other amount
owing by Borrower to the Holder pursuant to this Note and remaining unpaid
(b) preserving or exercising any right or remedy of the Holder pursuant to
amounts owing pursuant to this Note and remaining unpaid shall, without notice,
demand, presentment or protest of any kind (each of which is waived by Borrower)
automatically become due (a) if any of Borrower commences or has commenced
against it any bankruptcy or insolvency proceedings, (b) if all or substantially
all of the business, assets or interests of Borrower, are sold or transferred
Borrower in any manner, or (c) an event of default occurs under the Pledge
or delay by the Holder in exercising, or a single or partial exercise of any
power or right hereunder, shall not operate as a waiver thereof or of any other
power or right or preclude any future exercise of that or any other power or
right. A waiver of any power or right hereunder shall be in writing, shall
limited to the specific instance, and shall not be deemed a waiver of such
or right in the future, or a waiver of any other power or right.
may only be amended, canceled or discharged, except upon satisfaction by the
Borrower of the obligations herein, in a writing signed by parties herein.
Note shall be binding upon and inure to the benefit of (a) the heirs, executors
and legal representatives of either Holder upon such Holder’s death and (b) any
successor of the Borrower. Any such successor of Borrower shall be deemed
substituted for Borrower under the terms of this Note for all purposes. As
herein, “successor” shall include any person, firm, corporation or other
business entity which at any time, whether by purchase, merger or otherwise,
directly or indirectly acquires all or substantially all of the assets or
business of the Borrower.
shall be construed and interpreted in accordance with the laws of the State
New York without reference to conflict of laws principle. Venue for any action
commenced by a party herein shall be proper if brought in the appropriate court
of competent jurisdiction in either the County New York County, State of New
York, United States.
PET TECHNOLOGIES, INC.
Olinoski, President & CEO