INSTALLMENT PROMISSORY NOTE
$1,952,834.67 SEATTLE, WASHINGTON
MARCH 31, 2003
FOR VALUE RECEIVED, the undersigned, Poinsture Insurance Services, Inc.
("Maker"), promises to pay to the order of EAGLE PACIFIC INSURANCE COMPANY, its
successors and assigns ("Holder"), the principal sum of One Million Nine Hundred
Fifty Two Thousand Eight Hundred Thirty Four Dollars and Sixty-Seven Cents
($1,952,834.67) together with interest at the rate of 3% per annum based upon
the March 31, 2003 outstanding balance of $1,952,834.67 due the Holder.
This Installment Promissory Note ("Note") is subject to the following terms:
1. Payment. The Maker agrees to pay the Holder the total of $2,011,419.71,
which is the principal sum of $1,952,834.67 together with $58,585.04
interest, and agrees to pay such $2,011,419.71 in accordance with the
attached Addendum A. The Maker agrees to pay such monthly installments to
the Holder in lawful currency of the United States of America in
immediately available funds to Holder's address at 2101 4th Avenue, Suite
1600, Seattle, WA 98121 or at such other address as the Holder may from
time to time designate.
2. Prepayment. Maker has the right and option to prepay this Note or any
portion thereof at any time, without penalty. Should the principal sum of
$1,952,834.67 be repaid in full before December 31, 2003, then the monthly
interest amount for the remaining scheduled installments will be forgiven.
However, should the principal sum of $1,952,834.67 not be repaid before
September 30, 2003, then the full amount of the interest is due regardless
of any subsequent prepayment.
3. Acceleration. Maker agrees that:
a. If maker fails to pay within five (5) days of the due date as outlined
on Addendum A; or
b. If a bankruptcy petition or any other form of insolvency shall be
filed by or against Maker; or
c. If a petition for the appointment of a receiver or trustee for all or
a portion of Maker's property shall be filed; or
d. If any assignment of Maker's for the benefit of creditors or otherwise
shall be made; or
e. If Maker's January 1, 2003 Administrative Services Agreement with
Eagle Pacific Insurance Company shall be cancelled;
Then, in any such event, all sums due and payable under this Note will
become fully and immediately due and payable at the sole option of Holder,
without notice, demand, or protest of any kind. No failure to exercise such
option shall be deemed a waiver or release. The Holder shall have all the
remedies provided by law and equity for any default under this Note. The
remedies of the Holder shall be cumulative and concurrent and may be
pursued singularly, successively, or together against the Maker at the sole
discretion of the Holder.