THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS
OF THE DATE HERREOF, A COPY OF WHICH MAY BE OBTAINED FROM
THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS
CERTAINADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING
WQITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE
CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND
MAN DATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND
OBLIGATIONS AND (C) SPECIFY THE EVENTS OF DEFAULT FOOLLOWING
WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE
ACCELERATED.
No.A-004 $55,000
WORLDNET RESOURCES GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES CORPORATION
8% Convertible Note due May 1, 2000
WORLDNET RESOURCES GROUP, INC. f/k/a MULTI-MEDIA
INDUSTRIES CORPORATION, A Utah corporation (together with
its successors, the "Company"), for value received hereby
promises to pay Xxxxxx Xxxxxx or registered assigns, the
principal sum of Fifty Five Thousand Dollars ($55,000) or,
if less, the principal amount of this Note then outstanding,
on the Maturity Date to the Holder in such coin or currency
of the United States of America as at the time of payment
shall be legal tender for the payment of public and private
debts, and to pay interest, monthly in arrears, on (i) the
last day of each calendar month of each year until the
Maturity Date, commencing April 1, 2000 (unless such day is
not a Business Day, in which event on the next succeeding
Business Day ) ( each an "Interest Payment Date"), (ii) the
Maturity Date, (iii) each Conversion Date, as hereafter
defined, and (iv) the date the principal amount of the
Convertible Note, or if no interest has been paid on this
Convertible Note, from the date of this Convertible Note
until payment in full of the principal sum hereof has been
made.
The interest rate shall be (8%) per annum (the "Interest
Rate") or, if less, the maximum rate by applicable law. Past
due amounts (including interest, to the extent permitted by
law) will also accrue interest at the Interest Rate plus 2%
per annum or, if less, the maximum rate permitted by
applicable law, and will be able on demand ("Default
Interest"). Interest on this Convertible Note will be
calculated on the basis of a 360-day year of twelve 30-day
months. All payments of principal and interest hereunder
shall be made for the benefit of the Holder pursuant to the
terms of the Agreement (hereafter defined). Except as
otherwise provided in this Convertible Note, the interest
payable on each Interest Payment Date shall be added to the
outstanding principal amount of this Convertible Note on
such date and thereafter be considered part of the
outstanding principal amount. The Company may elect to pay
the interest payable on any Interest Payment Date in cash,
provided it gives the registered holder written notice of
such election at least five (5) Business Days prior to the
applicable Interest Payment Date and pays the same by such
date. On each Conversion Date, interest shall be paid in
cash or shares of Common Stock on the portion of the
principal balance of the Convertible Note if the Convertible
Note is then being converted. The number of shares of Common
Stock issued, as interest shall be determined by dividing
the dollar amount of interest due on the applicable Interest
Payment Date by the Conversion Price.
This Convertible Note (this "Convertible Note") is one
of the duly authorized issuance of $555,000 original
aggregate principal amount of Convertible Notes of the
Company referred to in that certain Securities Purchase
Agreement dated as of the date hereof between the Company
and the Purchasers named therein (the "Agreement"). The
Agreement contains certain additional agreements among the
parties with respect to the terms of this Convertible Note,
including, without limitation, provisions which (A) limit
the conversion rights of the Holder, (B) specify voluntary
and mandatory repayment, prepayment and redemption rights
and obligations and (C) specify Events of Default following
which the remaining balance due and owing hereunder may be
accelerated. All such provisions are an integral part of
this Convertible Note and are incorporated herein by
reference. The Convertible Note is transferable and
assignable to one or more Persons, in accordance with the
limitations set forth in the Agreement.
The Company shall keep a register (the "Register") in
which shall be entered the names and addresses of the
registered holder of this Convertible Note and particulars
of this Convertible Note held by such holder and of all
transfers of this Convertible Note. References to the Holder
or "Holders" shall mean the Person listed in the Register as
the registered holder of such Convertible Notes. The
ownership of this Convertible Note shall be proven by the
Register
1 Certain Terms Defined. All term defined in the
Agreement and not otherwise defined
herein shall have for purposes hereof the meanings provided
for in the Agreement.
2 Covenants. Unless the Majority Holders otherwise
consent in writing, the Company covenants and agrees to
observe and perform each of its covenants, obligations and
undertakings contained in the Agreement, which obligations
and undertakings are expressly assume herein by the Company
and made for the benefit of the holder hereof.
3 Payments of Principal. The Company shall repay the
remaining unpaid balance on this Convertible Note on the
Maturity Date. The Company may, and shall be obligated to,
prepay all or a portion of this Convertible Note on the
terms specified in the Agreement.
4.1 Conversion of Convertible Note. The Holder shall have
the right, at its option, at any time from and after any
Event of Default, as defined in the Agreement, to convert
the principal amount of this Convertible Note, or any
portion of such principal amount into that number of fully
paid and non-assessable shares of Common Stock (as such
shares shall then be constituted) determined pursuant to
this Section 4.1. The number of shares of Common Stock to be
issued upon each conversion of this Convertible note shall
be determined by dividing the Conversion Amount (as defined
below) by the conversion Price on the date a Notice of
Conversion is delivered to the Company by the Holder by
facsimile or other reasonable means of communication
dispatched prior to 5"00p.m., New York Time. The term
"Conversion Amount" means, with respect to any conversion of
this Convertible Note, the sum of (1) the principal amount
of this Convertible Note to be converted in such conversion
plus (2) accrued and unpaid interest, if any, on such
principal amount at the interest rates provided in this
Convertible Note to the Conversion Date plus (3) Default
interest, if any, on the interest referred to in the
immediately preceding clause (2); the term "Conversion
Price" means $.01.
4.2 Irrevocable Instructions to Transfer Agent.
Consistent with Section 7.10 of the Agreement, the
Company (i) shall promptly irrevocably instruct its
transfer agent to issue certificates for the Common
Stock issuable upon conversion of this Convertible Note
and 9ii) agrees that its issuance of this Convertible
Note shall constitute full authority to its officers
and agents who are charged with the duty of executing
stock certificates to execute and issue the necessary
certificates for shares of Common Stock in accordance
with the terms and conditions of this Convertible Note.
4.3 Method of Conversion. (a) Notwithstanding anything to
the contrary set forth herein, upon conversion of this
Convertible Note in accordance with the terms hereof, the
Holder shall be required to physically surrender this
Convertible Note to the Company unless the entire unpaid
principal amount of this Convertible Note is so converted.
Rather, records showing the principal amount converted (or
otherwise repaid) and the date of such conversion or
repayment shall be maintained on a ledger substantially in
the form of Annex A attached hereto (a copy of which shall
be delivered to the Company or transfer agent with each
Notice of Conversion). It is Specifically contemplated that
the Company hereof shall act as the calculation agent for
conversions and repayments. In the event of any dispute or
discrepancies, such records maintained by the Company shall
be controlling and determinative in the absence of manifest
error. The Holder and any assignee, by acceptance of this
Convertible Note, acknowledge and agree that, by reason of
the provisions of this paragraph, following a conversion of
a portion of this Convertible Note, the principal amount
represented by this Convertible Note will be the amount
indicated on Annex A attached hereto (which may be less than
the amount stated on the face hereof).
(b) The Company shall be required to pay any tax which may
be payable in respect of any transfer involved in the
issuance and delivery of shares of Common Stock or other
securities or property on conversion of this Convertible
Note in a name other than that of the Holder (or in the
street name).
(c) Upon receipt by the Company of a Notice of Conversion,
the Holder shall be deemed to be the holder of record of
Common Stock issuable upon such conversion the outstanding
principal amount and the amount of accrued and unpaid
interest on this Convertible Note shall be reduced to
reflect such conversion. If
the Holder shall have given a Notice of
Conversion as provided
herein, the Company's obligation to issue and
deliver the certificates for shares of Common
Stock shall be absolute and unconditional,
irrespective of the absence of any action by
the Holder to enforce the same, any waiver or
consent with respect to any provisions
thereof, the recovery of any judgment against
any person or any action by the Holder to
enforce the same, any failure or delay in the
enforcement of any other obligation of the
Company to the Holder of record, or any
setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged
breach by the Holder of any obligation to the
Company, and irrespective of any other
circumstance which might otherwise limit such
obligation of the Company to the Holder in
connection with such conversion. The date of
receipt (including receipt via telecopy) of
such Notice of Conversion shall be the
Conversion Date so long as it is received
before 5:00p.m. New York Time, on such date.
5. Miscellaneous. This Convertible Note
shall be deemed to be a contract made under
the laws of the State of New York and for all
purposes shall be governed by and construed
in accordance with the laws of said State.
The parties hereto, including all guarantors
or endorsers, hereby waive presentment,
demand, notice, protest and all other demands
and notices in connection with the delivery,
acceptance, performance and enforcement of
this Convertible Note, except as specifically
provided herein, and assent to extensions of
the time of payment, or forbearance or other
indulgence without notice. The Company hereby
submits to the exclusive jurisdiction of the
United States District Court for the Southern
District of New York and of any New York
State court sitting in New York City for
purposes of all legal proceedings arising out
of or relating to this Convertible Note. The
Company irrevocably waives, to the fullest
extent permitted by law, any objection which
it may now or hereafter have to the laying of
the venue of any such proceeding brought in
such a court and any claim that nay such
proceeding brought in such a court has been
brought in an inconvenient forum. The Company
hereby irrevocably waives any and all right
to trial by jury in any legal proceeding
arising out of or relating to this
Convertible Note. Notwithstanding anything to
the contrary in the foregoing, at the
election of the Holder, any dispute between
the Holder and the Company may be arbitrated
rather than litigated in the courts, before
and in accordance with the rules of the
American Arbitration Association in New York
City. The Company agrees to submit to and
participate in any such arbitration.
The Holder of this Convertible Note by acceptance of this Convertible Note
agrees to be bound by the provisions of this Convertible Note, which are
expressly binding on such Holder.
{Signature page follows}
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
Dated: March 16, 2000
WORLDNET RESOURCES GROUP, INC. f/k/a
MULTI-MEDIA INDUSTRIES, INC.
BY:____________________
NAME:____________________
TITLE ___________________
