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
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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
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TOTAL OBLIGATIONS DUE TO EKI AS OF 9/30/97 $29,543,504
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DOES NOT INCLUDE JULY 1997 INTERCOMPANY BILLING OF $576,214 WHICH WILL BE
PAID ON MONDAY, OCTOBER 27, 1997.