Sample Business Contracts

Promissory Note [Modification] - RIGL Corp. and Mathew & Markson Ltd.

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This  Modification to Promissory Note (this "Modification") is entered into this
3rd  day of September 1999 BY and between RIGL CORPORATION, a Nevada corporation
("Maker")  and  MATHEW  &  MARKSON,  LTD.,  an  Antigua  corporation ("Holder").


A.   Maker and Holder entered into that certain  Promissory Note, dated June 15,
     1999 in the  principle  amount of  $2,000,000,  due and payable on July 15,

B.   The parties hereto desire to modify the Promissory Note to provide that the
     principal  outstanding  balance  shall be due and  payable in full no later
     than January 15, 2000.

C.   In consideration of the and other valuable  consideration,  the receipt and
     sentiency  of which is hereby  acknowledged,  the parties  hereto  agree as


1.   The  date of  payment  of the  principal  sum of  $2,000,000  pursuant  the
     Promissory Note is hereby extended to January 15, 2000.

2.   Maker  waives the notice of default  provision  pursuant to the  Promissory
     Note,  and said Note  shall be deemed  to be in  default  if not paid on or
     before January 15,2000 with no grace period allowed.

3.   Holder  shall be paid an extension fee of two hundred  thousand  dollars
     (S200,000) if cash or cash  equivalents on September  8,1999 and any sum in
     arrears at maturity shall draw twenty percent (20%) interest from and after
     September 8, 1999.

4.   Holder  shall be paid 85  percent  of net cash flow  after  payment  of any
     ordinary and  necessary  business  expenses,  flat in excess of the average
     business  expense  indicated  on  Maker's  financial   statements  kept  it
     accordance  with  generally  accept  accounting  principles,  for the  past

5.   Equity  raised by  company  shall be applied  first to pay the  outstanding
     balance of the Promissory Note at the time such equity is received.

6.   Debt or  convertible  debt that is raised by company shall be applied first
     to pay the outstanding  balance of the Promissory Note. Debt that is raised
     through  Fremont  Financial  shall  be  excluded  from  this  agreement  in
     accordance with the agreement with Fremont Financial.

7.   Holder shall be paid a minimum of one hundred thousand  dollars  ($100,000)
     per month,  due and payable at the 28b of each month  commencing  September
     28,  1999,  and all such  payments  shall  first be  credited  against  any
     interest  owned by Maker to Holder,  and than against the principal sum due

     on said  Promissory  Note,  but no such payments  shall extend the maturity
     data of said  Promissory  Note, and default notice shall be required to be
     given by Holder before declaring a default.

8.   Expenditures  for  marketing  for  the  company's  products  and  services,
     excluding  expenses  for direct  mail  marketing  be  approved by Pamela Jo
     Thompson, which approval shall not be unreasonably withheld until such time
     that balance of the Promissory Note paid in full

9.   Any payments not paid on or before the dates due shall alma. a default,  no
     notice of default shall be required or period avowed.

10.  Except as other-wise set for this Modification, the terms of the Promissory
     Note shall remain in force end effect.

     IN WITNESS WHEREOF,  this  Modification has been executed of the date first
     written above

                                       RIGL CORPORATION, a Nevada corporation

                                       By:  /s/  Kevin L. Jones
                                                 Kevin L. Jones

                                       Its:  President

                                       MATHEW & MARKSON, LTD., an Antigua

               {seal}                  By:  /s/  Ilse F. Cooper

                                       Antigua Management & Trust Ltd

                                       Its:  Corporate Director

                                 PROMISSORY NOTE

PRINCIPAL SUM:                  $ 2,000,000                  DATE:  June 15,1999

INTEREST:                       0%


DUE AND PAYABLE:                July  15,  1999

FOR  VALUE  RECEIVED,  the  undersigned  RJGL  CORPORATION, a Nevada corporation
(Maker),  promises  to  pay  to  the  order  of MATHEW & MARKSON, LTD. a Antigua
corporation (Holder), with registered offices at Woods Centre, Friars Hill Road,
P.O.  Box  1407,  St.  John's,  Antigua,  W.I.,  net  M&M's Antigua or other M&M
appointed bank account(s) or at such place as the Holder hereof may from time to
time designate in writing, the principal sum of TWO MILLION DOLLARS ($2,000,000)
without  interest  except upon default, to be paid in lawful money of the United
States  of America to Holder on or before July 15, 1999. This Note is secured by
a  Stock  Pledge  Agreement  of  even  date  herewith.

     The  term  Holder  shall refer to the original Holder and upon transfer, to
any  and  all  subsequent  holders  of  this  Note.

     All  payments  on  this  Note  shall be applied first to the payment of any
costs,  fees  or  other  charges  incurred  in  connection with the indebtedness
evidenced  hereby,  next  to  the  payment  of  accrued interest and then to the
reduction  of  the  principal  balance.

     Time  is  of  the essence of this Note. At the option of Holder, (i) Holder
may declare the entire unpaid principal balance, all accrued and unpaid interest
and  all  other  amounts  payable  hereunder immediately due and payable without
notice  upon  the  failure  to  pay  any sum due and owing hereunder as provided
herein  if  such failure continues for five (5) days after the due date; or (ii)
Holder  may  require  Maker  to  pay interest on the late payment at the Default
Interest  rate  (as  defined  below) from the date the payment becomes due until
Maker  pays  in  full  all  accrued  and  unpaid  interest  due under this Note.

     Maker  shall  bear  all costs and expenses resulting from any check made by
Maker  for  payment  hereunder which is returned "NSF", wherein the late payment
provisions  set  forth  above  shall apply until all charges, accrued and unpaid
interest  due  and  owing  under  this Note are paid in full, plus an additional
TWENTY  AND  NO/100THS  DOLLARS  ($20.00).

     After  maturity, including maturity upon acceleration, the unpaid principal
balance, all accrued and unpaid interest and all other amounts payable hereunder
shall bear interest at the rate of TWENTY PERCENT (20%) per annum, (the "Default
Interest  Rate").  Maker  shall pay all costs and expenses, including reasonable
attorneys  fees  and court costs and all other reasonable costs, incurred in the
collection  or enforcement of all or any part of this Note. Such court costs and

                                                                     Page 1 of 2
attorneys  fees  shall be set by the court and not by jury, shall be included in
any  judgment  obtained  by  Holder.

     Maker shall have the option to prepay this Note, in full or in part, at any
time  without  penalty.

     Failure  of  Holder to exercise any option hereunder shall not constitute a
waiver  of the right to exercise the same in the event of any subsequent default
or  in  the event of continuance of any existing default after demand for strict

     Maker,  sureties,  guarantors and endorsers hereof: (a) agree to be jointly
and  severally  bound,  (b)  severally  waive  any  homestead or exemption right
against  said  debt,  (c)  severally  Waive  demand,  diligence, presentment for
payment,  protest and demand, and notice of extension, dishonor, protest, demand
and  nonpayment  of Note, (d) consent that Holder may extend the time of payment
or  otherwise  modify  the terms of payment of any part or the whole of the debt
evidence  by  this  Note,  at  the  request  of any other person unwarily liable
hereon,  and  such  consent  shall  not  alter nor diminish the liability of any
person,  and  (e)  agree that Holder may setoff at any time any sums or property
owed  to  any  of  them  by  Maker.

     All  notices  required  or  permitted in connection with this Note shall be
given  at  the  address  set  forth  herein.

     The Note  is  secured  by  a  Security  Agreement  of  even date  herewith.

     This Note shall be construed according to the laws of the State of Arizona.

     IN WITNESS WHEREOF, this Note has been executed as of the date first
     written above.


                                    RIGL  CORPORATION
                                    4840  E.  Jasmine  Street,  Suite  105
                                    Mesa,  Arizona.85205

                                    By:  /s/  Kevin Jones
                                              Kevin Jones, President

                                                                     Page 2 of 2
                                PAYMENT AGREEMENT

All  patties  acknowledge  that  YP.Net,  Inc.  (Formerly know as RIGL) could be
declared  in default if Mathew & Markson LTD. ("M&M") exercised its rights under
the Modification Agreement dated September 03, 1999 between the parties. YP.Net,
Inc.  has  made  no payments pursuant to either agreement of either principal or
interest  since  the September, 1999 payment. M&M has not and is not waiving any
of  its  rights  under  the  September  03,  1999  agreement.

In  order  to induce M&M to enter into negotiations with YP.Net, Inc. to either;
continue  to  delay the declaration of default or to further extend the time for
payment,  YP.Net,  Inc. will tender to M&M the sum of $50,000.00 as a good faith
fee.  M&M  will credit this sum to the outstanding interest due M&M from YP.Net,

In  addition,  YP.Net,  Inc  will  continue  to make weekly payments to M&M on a
weekly  basis  until advised otherwise by M&M.  YP.Net, inc.  will be allowed to
pay  its  minimum  obligations  to the Van Sickles first and then Finova Capital
Corp.  under the terms of the agreements between the patties.  Then YP.Net, Inc.
will  maintain  a  cash  reserve  or  availability under its loan agreement with
Finova  sufficient  to  fund  2  weeks  worth  of expenses.  All regular monthly
budgetary  expenses will then be paid.  The balance will then be paid to M&M.  A
representative  of  M&M  will  have  the  final authority to approve all regular
monthly budgetary expenses until M&M is paid in full or more formal arrangements
are  agreed  to  between the parties.  It is understood between the parties that
M&M's  willingness to accept this good faith payment and or weekly payments does
not in any way limit M&M's rights to declare a default or the ability to enforce
strict  compliance  with the tennis and conditions of the original agreement and
the  modification  agreement  dated  September  03,  1999.

The  parties understand that this payment agreement is a temporary agreement and
does  not in anyway modify any agreements between M&M and YP.Net, Inc., nor does
it  change any obligations of YP.Net, inc. to M&M. YP.Net, Inc. is encouraged to
find alternative sources of capital to pay off its obligation herein with prompt
dispatch.  It  is  agreed  between  M&M  and  YP.Net,  Inc  as  herein  above:

YP.NET,  Inc.

BY:  /s/  Angelo Tullo, Chairman      Date:  4/26/2000
   ------------------------------          ------------------------------
          Angelo Tullo, Chairman

Mathew  &  Markson,  LTD         {seal}

BY:  /s/  Ilse  Cooper                Date:  4/26/2000
   ----------------------------            ------------------------------
     Ilse Cooper,  AMT/Director