to the terms and conditions contained herein, Gabriel Technologies Corp., (the
“Company”), a Delaware corporation, for value received, hereby promises to pay
to the order of Nicholas A. Fegen or holder (“Lender”) in lawful money of the
United States at 675 Southfork Drive, Waukee, IA 50263, the principal amount
Two Hundred Fifty Thousand Dollars ($250,000), together with simple interest
a rate equal to nine percent (9.0%) per annum.
exchange for this Promissory Note, Lender has loaned to the Company Two Hundred
Fifty Thousand Dollars ($250,000), comprised
Hundred Fifty Thousand Dollar ($250,000) to be wired to Gabriel in
immediately available funds upon finalization and signature of this
principal of this Note is due and payable on April 14, 2006 (the “Maturity
Date”), unless this Note is earlier converted or prepaid in accordance herewith.
All interest on this Note is due and payable on the Maturity Date.
This Note is not collateralized but shall be deemed a full recourse
indebtedness represented by this Note or any part thereof is collected in
bankruptcy, receivership or other judicial proceedings or if this Note is placed
in the hands of attorneys for collection after default, the Company agrees
pay, in addition to the principal and interest payable hereunder, reasonable
attorneys’ fees and costs incurred by Lender.
notice, other communication or payment required or permitted hereunder shall
in writing and shall be deemed to have been given upon delivery if delivered
accordance with the terms of the Note.
Company hereby waives presentment, demand for performance, notice of
non-performance, protest, notice of protest and notice of dishonor. No delay
the part of Lender in exercising any right hereunder shall operate as a waiver
of such right or any other right. This Note shall be construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of
provisions thereof. Any lawsuit or litigation arising under, out of, in
connection with, or in relation to this Agreement, any amendment thereof, or
breach thereof, shall be brought in the courts of Omaha, NE, which courts shall
have exclusive jurisdiction over any such lawsuit or
Note is not transferable by the Company, whether by sale, pledge or other
disposition, without the prior written consent of Lender which consent may
withheld in Lender’s sole discretion, except that the Company may transfer this
Note without such consent in connection with a merger or other similar
transaction involving the Company.
Note shall be governed by and interpreted in accordance with the laws of the
State of Delaware.