Promissory Note - EarthShell Container Corp. and E. Khashoggi Industries
DEMAND PROMISSORY NOTE $29,543,504 September 30, 1997 FOR VALUE RECEIVED AND FOR THE PURPOSE OF CONSOLIDATING THE INDEBTEDNESS LISTED ON THE ATTACHED EXHIBIT B, the undersigned promises to pay to E. Khashoggi Industries or order, the principal amount of Twenty-Nine Million Five Hundred Forty-Three Thousand Five Hundred Four Dollars ($29,543,504), together with interest from date hereof at the initial rate of Eight and One-Half percent (8.50%) per annum which represents the Prime Rate (as defined below) on September 30, 1997, on the unpaid balance, payable in lawful money of the United States of America at the office of E. Khashoggi Industries without defalcation or discount. The interest rate shall be adjusted to the Prime Rate in effect on the first day of each calendar quarter (January 1, April 1, July 1 and October 1) commencing October 1, 1997. The term "Prime Rate" means the highest "Prime Rate" as published in the Wall Street Journal's "Money Rates" table, which is described as the base rate on the corporate loans at large US money center banks. Interest shall be compounded quarterly and paid at the last day of each calendar quarter commencing on September 30, 1997. The unpaid principal balance, and any accrued but unpaid interest, shall be payable upon demand and in all events shall be due and payable on September 30, 2000. Any interest not paid when due shall be added to the principal balance. Unless otherwise provided herein, all payments hereunder shall be applied first to accrued interest and the balance to the reduction of principal. Any portion of principal or interest not paid when due shall continue to bear interest as stipulated above until paid. In case of default in the payment of principal or interest hereunder, proceedings may at once be instituted for the recovery of the same, and the undersigned agrees to pay all costs of such proceedings and any other costs of collection, including reasonable attorney's fees. The undersigned may pay this Note in part or in full without penalty. The undersigned severally waive presentment, protest and demand; and waive notice of protest, demand and of dishonor and non-payment of this Note, and expressly agrees that this Note, or any payment thereunder, may be extended from time to time without in any way effecting the liability of the undersigned. Upon due execution and delivery of this Note, E. Khashoggi Industries will deliver to the undersigned any promissory notes or other written obligations evidencing the indebtedness listed in the attached Exhibit B, marked "canceled". EARTHSHELL CONTAINER CORPORATION: /s/ Simon K. Hodson --------------------------------- Simon K. Hodson Chief Executive Officer ATTEST: /s/ Scott Houston --------------------------------- Scott Houston Chief Financial Officer <PAGE> EXHIBIT B EARTHSHELL CONTAINER CORPORATION Obligation Due to EKI and Converted to Note Payable as of 9/30/97 Note date 6/30/97 (Previous consolidation) $27,214,890 Due on intercompany billing: 8/97 576,335 576,335 Cash advance: 7/11/97 85,000 Cash advance: 7/30/97 50,000 Cash advance: 8/7/97 200,000 Cash advance: 8/13/97 60,000 Cash advance: 8/26/97 150,000 Cash advance: 8/27/97 50,000 Cash advance: 8/28/97 400,000 Cash advance: 9/16/97 75,000 Cash advance: 9/26/97 170,000 1,240,000 Interest due: 4/97 166,849 Interest due: 5/97 174,705 Interest due: 6/97 170,725 512,279 ----------- TOTAL OBLIGATIONS DUE TO EKI AS OF 9/30/97 $29,543,504 ----------- ----------- DOES NOT INCLUDE JULY 1997 INTERCOMPANY BILLING OF $576,214 WHICH WILL BE PAID ON MONDAY, OCTOBER 27, 1997.