Sample Business Contracts

Promissory Note - Inc. and E-City Software

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Promissory Note

$74,917                                                   January 15, 2001
                                                          Las Vegas, Nevada

FOR  VALUE  RECEIVED,,   Inc.,  a  Washington  corporation  (the
"Company")  having its  principal  offices at 4620 South  Arville,  Suite A, Las
Vegas,  NV  89103,  in favor of  promises  to pay to E-City  Software,  a Nevada
Corporation  (the  "Holder") or its'  registered  assigns,  the principal sum of
$74,917 or such  lesser  amount as shall then  equal the  outstanding  principal
amount  hereof,  together with interest from the date of this Note on the unpaid
principal  balance at a rate per annum equal to eight percent (8.0%) computed on
the basis of the  actual  number of days  elapsed  and a year of 365 days or 366
days, as the case may be.

The following is a statement of the rights of Holder and the conditions to which
this Note is subject,  and to which the Holder hereof, by the acceptance of this
Note, agrees:

1. Definitions. As used in this Note, the following capitalized terms have the
   following meanings:

(a)  "Holder"  shall mean the person  specified  in the  introductory  paragraph
     together with its permitted successors and assignees.

(b) "Note" shall mean this Promissory Note.

2. Status of Obligations; Payment Schedule

(a) Prepayment. This Note may be prepaid, in whole or in part from time to time.
    Prepayments  in part  shall be applied  first to  outstanding  interest  and
    second to principal.

(b)Status  of  Obligations.  The  obligations  of  Company  under  this Note are
unsecured.  (c) Payment Schedule. The principal and interest due hereunder shall
be paid in full by the  Company no later than 12 months  from the date this note
was executed.  Such amounts shall be due, owing and payable at that time without
the need for demand or presentment by the Holder.

3. Representations and Warranties and Covenants of Company.
Company hereby represents and warrants to Holder that:

(a) Due Incorporation, Qualification, etc. The Company (i) is a corporation duly
organized,  validly  existing and in good standing under the laws of Washington,
(ii) has the power and authority to own,  lease,  and operate its properties and
carry on its business as now conducted, and (iii) is duly qualified, licensed to
do business and in good standing as a foreign  corporation in each  jurisdiction
where the failure to be so qualified or licensed could reasonably be expected to
have a material adverse effect on the Company's business.

(b) Authority.  The execution,  delivery and  performance by Company of the Note
and the  performance  of its  obligations  hereunder (i) are within the power of
Company, and (ii) have been duly authorized by all necessary actions on the part
of Company.

(c)  Enforceability.  This Note is duly  executed  and  delivered by Company and
constitutes  a legal,  valid,  and binding  obligation  of Company,  enforceable
against Company in accordance  with its terms,  except as limited by bankruptcy,
insolvency,  or other laws of general  application  relating to or affecting the
enforcement of creditors' rights generally and general principles of equity.

(d)  Non-Contravention.  The  execution and delivery by Company of this Note and
the performance of its  obligations  hereunder will not violate (i) the Articles
of Incorporation or Bylaws of the Company or any material judgment, order, writ,
decree, statute, rule or regulation applicable to Company, or (ii) any provision
of, or  result in the  breach of any  instrument  or  contract  to which it is a

(e)  Approvals.   No  consent,   approval,   order,  or  authorization   of,  or
registration, declaration or filing with, any governmental authority is required
in connection with the execution and delivery of this Note or the performance of
its obligations hereunder.

4. Events of Default. The occurrence of any of the following shall constitute
an "Event of Default" under this Note:

(a) Failure to Pay. Company shall fail to pay any principal or interest pursuant
 to Section 2(c) hereof, or

(b) Representations and Warranties. Any representation, warranty or
certification made herein shall prove to

have been false or misleading as of the time made in a material respect; or

(c) Voluntary Bankruptcy or Insolvency  Proceeding.  Company shall (i) apply for
or consent to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) be unable, or admit
in writing its inability,  to pay its debts generally as they mature, (iii) make
a general  assignment  for the benefit of its or any of its  creditors,  (iv) be
dissolved or  liquidated  in full or in part,  (v) commence a voluntary  case or
other  proceeding  seeking  liquidation,  reorganization,  or other  relief with
respect  to itself  or its debts  under  any  bankruptcy,  insolvency,  or other
similar law now or  hereafter  in effect or consent to any such relief or to the
appointment  of or taking  possession  of its  property  by any  official  in an
involuntary  case or other  proceeding  commenced  against  it, or (vi) take any
action for the purpose of effecting any of the foregoing; or

(d)  Involuntary  Bankruptcy  or  Insolvency  Proceedings.  Proceedings  for the
appointment of a receiver,  trustee,  liquidator,  or custodian of Company or of
all or a substantial  part of the property  thereof,  or an involuntary  case or
other  proceedings  seeking  liquidation,  reorganization,  or other relief with
respect to Company or the debts thereof  under any  bankruptcy,  insolvency,  or
other similar law now or hereafter in effect shall be commenced and an order for
relief entered or such  proceeding  shall not be dismissed or discharged  within
sixty (60) days of commencement.

5. Rights of Holder upon Default. Upon the occurrence and during the continuance
of any Event of Default,  Holder may, by written notice to Company,  declare all
principal  and  accrued  and  unpaid  interest   outstanding   hereunder  to  be
immediately due and payable without presentment,  demand,  protest, or any other
notice  of any  kind,  all of  which  are  hereby  expressly  waived.  Upon  the
occurrence  and during the  continuance  of any Event of  Default  described  in
Paragraphs 4(c) or 4(d), immediately and without notice, all outstanding amounts
payable by Company  hereunder  shall  automatically  become  immediately due and
payable, without presentment,  demand, protest, or any other notice of any kind,
all of which are hereby expressly waived.

6. Successors and Assigns. The rights and obligations of Company and the Holder
of this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.

7. Waiver and Amendment. Any provision of this Note may be amended, waived or
modified upon the written consent of Company and the Holder.

8.  Notices Any notice,  request or other  communication  required or  permitted
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
personally delivered or mailed by registered or certified mail, postage prepaid,
or by  recognized  overnight  courier or  personal  delivery  at the  respective
addresses of the parties set forth hereunder.  Any party hereto may by notice so
given change its address for future notice hereunder.  Notice shall conclusively
be deemed to have been given when received.

If to the Holder: E-City Software, Inc.
1201 First Ave. South
Suite 330
Seattle, WA 98134

If to the Company:, Inc.
4620 South Arville
Suite A
Las Vegas, NV 89103

9. Payment. Payment shall be made in lawful tender of the United States either
in immediately available funds or by


10.  Maximum  Interest.  In the event any interest is paid on this Note which is
deemed to be in excess of the then legal maximum rate,  then that portion of the
interest payment representing an amount in excess of the then legal maximum rate
shall be deemed a payment of principal and applied against the principal of this

11. Governing Law. This Note and all actions arising out of or in connection
with this Note shall be governed by and

construed in accordance with the laws of the State of Nevada,  without regard to
the conflicts of law provisions of the State of Nevada or of any other state.

12. Attorney's Fees. The prevailing party in any action under this Note shall
be entitled to collect its reasonable attorney's fees from the non-prevailing

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In witness whereof, the Company has caused this Note to be issued as of the date
first written above., Inc.

By: /s/ Matthew Brooks

Name: Matthew Brooks

Title: C.E.O.