Sample Business Contracts

Promissory Note - Sam E. Galeotos and Cheap Tickets Inc.

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                                PROMISSORY NOTE

$400,000.00                                                     October 31, 1999

    1.    FOR VALUE RECEIVED, the undersigned, Sam E. Galeotos, an individual
(the "Borrower"), hereby promises to pay to the order of Cheap Tickets, Inc., a
Delaware corporation (the "Lender"), at the Lender's address of 1440 Kapiolani
Boulevard, Suite 800, Honolulu, Hawaii 96814, or at such other place as the
Lender from time to time may designate, in lawful money of the United States and
in immediately available funds, the principal amount of FOUR-HUNDRED THOUSAND
AND NO/100 DOLLARS ($400,000.00) with no interest thereon from the date the
proceeds of the loan evidenced by this Promissory Note (this "Note") are
disbursed until maturity (whether such maturity is scheduled or accelerated).

    2.    The entire unpaid principal balance and any other sums outstanding
under this Note shall be due and payable upon October 31, 2002.

    3.    Principal, any interest, and all other sums owed to the Lender under
this Note shall be evidenced by entries in records maintained by the Lender for
such purpose.

    4.    Any interest and fees shall be calculated for actual days elapsed on
the basis of a 365-day year. In no event shall the Borrower be obliged to pay
interest at a rate in excess of the highest rate permitted by applicable law
from time to time in effect.

    5.    The Borrower may prepay some or all of the principal under this Note
without penalty or premium.

    6.    From and after maturity of this Note, whether scheduled or
accelerated, all sums then due and payable under this Note, including all
principal and all accrued interest, shall bear interest at a rate of Ten Percent
(10%) per annum until paid in full.

    7.    This Note is issued pursuant to and governed by Section 3.1(d) of that
certain Employment Agreement dated as of October 25, 1999, by and between the
Lender and the Borrower (the "Employment Agreement").

    8.    If the Lender delays in exercising or fails to exercise any of its
rights under this Note, that delay or failure shall not constitute a waiver of
any of the Lender's rights, or of any breach, default or failure of condition of
or under this Note. All of the Lender's remedies in connection with this Note or
under applicable law shall be cumulative, and the Lender's exercise of any one
or more of those remedies shall not constitute an election of remedies. The
illegality or unenforceability of any provision of this Note or any related
document shall not in any way affect or impair the legality or enforceability of
the remaining provisions of this Note or any related document.

    9.    This Note inures to and binds the heirs, legal representatives,
successors and assigns of the Borrower and the Lender; provided, however, that
the Borrower may not assign this Note, or assign or delegate any of its rights
or obligations, without the prior written consent


of the Lender in each instance. The Lender in its sole discretion may transfer
this Note without notice to or the consent of the Borrower.

    10.   This Note is governed by the laws of the State of Hawaii, without
regard to the choice of law rules of that State.

    11.   Any dispute, controversy or claim arising out of or relating in any
manner to this Note or the loan shall be resolved pursuant to Section 10 of the
Employment Agreement.

                              By: /s/ Sam E. Galeotos
                              Name:   Sam E. Galeotos
                              Address:  1440 Kapiolani Boulevard, Suite 800
                                        Honolulu, Hawaii 96814


a Delaware corporation

By: /s/ Mike Hartley
Name:   Mike Hartley
Title:    CEO


Cheap Tickets, Inc.
1440 Kapiolani Boulevard, Suite 800
Honolulu, Hawaii 96814