Note - On Ramp Inc. and THINK New Ideas Inc.
NOTE ---- $600,000 New York, New York As of March 31, 1996 FOR VALUE RECEIVED, On Ramp, Inc., a New York corporation (herein referred to as the "Borrower") promises to pay to the order of Think New Ideas, Inc. ("Lender") on the Termination Date, as defined in that certain loan agreement between the parties of even date herewith, as the same may be from time to time amended or supplemented (the "Loan Agreement") or at such earlier time as may be provided or required pursuant to the Loan Agreement, at 16815 Royal Crest Drive, Suite 160, Houston, Texas 77058, in lawful currency of the United States of America, the principal amount of Six Hundred Thousand Dollars ($600,000). Borrower further promises to pay interest to Lender at the above address, in like currency, from the date hereof on the entire unpaid principal amount owing hereunder from time to time until the entire unpaid principal amount hereof is paid in full, at a rate per annum equal to twelve percent (12%). Interest shall be computed on the basis of a 365-day year and shall be calculated for the actual number of days elapsed. Interest shall be payable on the Termination Date. Notwithstanding the foregoing, Borrower shall be liable for payment to Lender only for such principal amount of the Committed Amount (as defined in the Loan Agreement) as is outstanding, together with interest at the rate per annum as aforesaid on the principal amount outstanding from the date of advance. If any payment under this note becomes due and payable on a Saturday, Sunday or legal holiday under the laws of the State of Delaware, the maturity thereof shall be extended to the next succeeding Business Day (as defined in the Loan Agreement) and interest thereon shall be payable at said rate of interest during such extension. This note is the "Note" referred to in the Loan Agreement and Borrower is entitled to the benefits thereof, and this note may be prepaid in whole or in part as provided therein. The provisions of the Loan Agreement are hereby incorporated herein by reference. Any payments made pursuant to this note shall be applied first toward any fees and costs due, then toward interest and then toward principal. Borrower hereby waives any demands and notices of protest and any and all demands and notices in connection with the delivery, acceptance, performance, default and endorsement of this note arising on, out of, under or by reason of this note. Upon the occurrence and continuance (beyond expiration of any applicable cure period) of any one or more of the Events of Default as specified and defined in the Loan Agreement, or in any other document or instrument delivered in connection therewith, all amounts then remaining unpaid under this note may be declared to be immediately due and payable as provided in the Loan Agreement. From and after the occurrence and continuance as set forth above of any Event of Default, this note shall bear interest at the maximum rate permitted by law. <PAGE> In the event that all monies owed hereunder are not paid when due, Borrower agrees that he shall be liable for all of Lenders reasonable costs and expenses incurred in connection with enforcing Lender's rights under this note to the extent not prohibited by law, including but not limited to reasonable attorneys' fees and disbursements. The note is negotiable and shall be governed by the laws of the State of Delaware. ON RAMP, INC. By: /s/ Adam Curry --------------------------- Adam Curry, President Date:________________________ 2