NON-NEGOTIABLE
TERM NOTE
$700,000.00
Rockville, Maryland
January 1, 1999
FOR VALUE RECEIVED, the undersigned, Xxxxxx X. Xxxxxxxxxx, 000
Xxxxxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the
"Maker"), hereby promises to pay to EASTBROKERS INTERNATIONAL INCORPORATED,
Delaware corporation, at its principal place of business at 00000 Xxxxx Xxxxx
Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the
"Holder") or at such place or places and to such account or accounts as Holder
may direct from time to time by notice to Maker, the principal amount of SEVEN
HUNDRED THOUSAND DOLLARS ($700,000.00) in lawful money of the United States in
immediately available funds, payable on January 1, 2004.
Interest shall accrue on the outstanding principal amount at
an annual rate of 7.00%, payable at maturity.
This Note has reference to and is secured by a pledge of
property under a pledge Agreement of even date between Maker and Holder.
As security for payment of this Note, the undersigned has
pledged or deposited with the Holder, and grants it a security interest in the
following property:
200,000 shares of Eastbrokers International Incorporated
Common Stock, par value $.05 per share.
and will forthwith deliver to the Holder any and all securities issued in lieu
of, or by way of stock dividends, or otherwise received because of ownership of
any securities herein pledged; and does agree on demand to deposit with Holder
such additional securities or other collateral as it may, from time to time,
require. It is further agreed that the collateral hereby pledged, together with
any that may be pledged hereafter, shall be applicable in like manner to secure
the payment of any past or any future obligations of the undersigned arising
under or out of this Note; and all such collateral in its hand shall stand as
one general continuing collateral security for the whole of said obligations, so
that the deficiency on any one shall be made good from the collateral for the
rest, hereby remaining responsible for any deficiency in payment, and waiving
any benefit, exemption or privilege under any law or hereafter to be force. In
the event of default, Holder, at its option, may sell, assign, or otherwise
dispose of the collateral.
Notwithstanding anything in this Note to the contrary, the
then outstanding principal amount and accrued but unpaid interest shall, at
Holder's option, be payable on demand in the event that an event of default
occurs as set forth below.
Maker shall be in default hereunder, at the option of Holder,
upon the occurrence of any of the following events: (i) the failure by Maker to
make any payments of principal or interest when due hereunder, and such failure
shall have continued for a period of more than ten (10) days after notice and a
reasonable opportunity to cure; (ii) the entering into of a decree or order by a
court of competent jurisdiction adjudicating Maker a bankrupt or the appoint of
a receiver or trustee of Maker upon the application of any creditor in an
insolvency or bankruptcy proceeding or other creditor's suit; (iii) a court of
competent jurisdiction approving, as properly filed, a petition for
reorganization or arrangement filed against Maker under the Federal bankruptcy
law and such decree or order not being vacated within thirty (30) days; (iv) the
pendency of any bankruptcy or other creditors' suit against Maker; (v) a
petition or answer seeking reorganization or arrangement under the Federal
bankruptcy laws with respect to Maker; (vi) an assignment for the benefit of
creditors by Maker; (vii) Maker consents to the appointment of a receiver or
trustee in an insolvency or bankruptcy proceeding or other creditors' suit;
(viii) the existence of any material judgment against, or any material
attachment of property of Maker; or (ix) any other condition which, in the
reasonable determination of Xxxxxx, would materially impair the timely repayment
of this Note (individually and collectively, "Event(s) of Default").
If this Note is not paid when due, whether at maturity or by
acceleration, Maker agrees to pay all reasonable costs of collection and such
costs shall include without limitation all costs, attorneys' fees and expenses
incurred by Holder hereof in connection with any insolvency, bankruptcy,
reorganization, arrangement or similar proceedings involving Holder, or
involving any endorser or guarantor hereof, which in any way affects the
exercise by Holder of its rights and remedies under this Note.
Maker reserves the right prepay this Note, in whole or in
part, prior to the due date with no prepayment penalty.
None of the rights or remedies of Holder hereunder is to be
deemed waived or affected by failure or delay on the part of Holder to exercise
the same.
Maker hereby waives presentment, demand for payment, protest
and notice of protest, notice of dishonor, and except as expressly provided by
this Note, all other notices in connection with this Note.
The terms "Maker" and "Holder" shall be construed to include
their respective heirs, personal representatives, successors, subsequent holder
and assigns; provided; however, that the Note shall not be assignable,
negotiable or transferable by the Holder.
Regardless of the place of execution or performance, this Note
shall be governed by, and construed with the laws of the State of Delaware
without giving effect to such state's conflicts of laws provisions.
WITNESS the hand of Maker.
/s/ Xxxxxx X. Xxxxxxxxxx
State of Maryland
County of Xxxxxxxxxx
On this 1st day of January 1999, the aforementioned, Xxxxxx X. Xxxxxxxxxx,
personally known to me to be the person whose name is subscribed to within the
instrument and acknowledged that he executed the same for the purposes therein
contained.
/s/ Xxxxx XxXxxx