Promissory Note - Cityscape.com Inc. and E-City Software
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY, IF ANY, HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Promissory Note
$74,917 January 15, 2001
Las Vegas, Nevada
FOR VALUE RECEIVED, Cityscape.com, 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
party.
(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: Cityscape.com, 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
check.
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
Note.
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
party.
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In witness whereof, the Company has caused this Note to be issued as of the date
first written above.
Cityscape.com, Inc.
By: /s/ Matthew Brooks
Name: Matthew Brooks
Title: C.E.O.