Sample Business Contracts

Loan and Security Agreement - Pacific Capital Markets Inc. and Inc.

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                           LOAN AND SECURITY AGREEMENT

             THIS LOAN AND SECURITY AGREEMENT,  dated as of November 8, 2000, is
entered into between Pacific Capital  Markets Inc., a British  Columbia  company
("PCMI"), and Inc., a Nevada corporation ("Borrower").

             The parties agree as follows:

       1.    DEFINITIONS

                 1.1 The  term  "Accounts"  means  and  includes  all  presently
existing and hereafter arising accounts,  contract rights,  instruments,  notes,
drafts,  documents,  chattel paper and all other forms of  obligations  owing to
Borrower  arising out of the sale or lease of goods or the rendition of services
by  Borrower,  whether  or not  earned by  performance,  and any and all  credit
insurance,  guaranties and other security  therefor,  as well as all merchandise
returned to or reclaimed by Borrower.

                 1.2 The term "this Agreement" means and refers to this Loan and
Security Agreement, any concurrent or subsequent riders or exhibits to this Loan
and  Security  Agreement,  and  any  extensions,   supplements,   amendments  or
modifications  to or in connection with this Loan and Security  Agreement and/or
to any such riders or exhibits.

                 1.3 The term  "Collateral"  means and includes  each and all of
the following:

                     1.3.1 the Accounts;

                     1.3.2 the Equipment;

                     1.3.3 the General Intangibles;

                     1.3.4 the Inventory;

                     1.3.5 the Negotiable Collateral;

                     1.3.6  any  money,  deposit  accounts  or other  assets  of
Borrower in which PCMI receives a security interest or which hereafter come into
the possession, custody or control of PCMI; and



                     1.3.8 the proceeds of any of the foregoing,  including, but
not limited to, proceeds of insurance  covering the  Collateral,  or any portion
thereof, and any and all Accounts,  Equipment,  General Intangibles,  Inventory,
Negotiable Collateral,  money, deposit accounts or other tangible and intangible
property resulting from the sale or other disposition of the Collateral,  or any
portion thereof or interest therein, and the proceeds thereof.

                     1.4  The  term  "Equipment"   means  and  includes  all  of
Borrower's  present and hereafter  acquired  machinery,  machine tools,  motors,
equipment, furniture, furnishings, fixtures, motor vehicles, tools, parts, dies,
jigs,  goods and any  interest  in any of the  foregoing,  and all  attachments,
accessories, accessions, replacements, substitutions, additions and improvements
thereto, wherever located.

                     1.5 The term "Event of Default" means the occurrence of any
one of the events set forth in Section 7 of this Agreement.

                     1.6 The term "General  Intangibles"  means and includes all
of Borrower's  present and future general  intangibles  and all other  presently
owned or hereafter acquired intangible personal property of Borrower (including,
without limitation, any and all chooses or things in action, goodwill,  patents,
trade names, trademarks,  blueprints, drawings, purchase orders, customer lists,
monies due or recoverable from pension funds, route lists,  infringement claims,
computer  programs,   computer  discs,  computer  tapes,  literature,   reports,
catalogs,  deposit accounts, tax refunds and tax refund claims) other than goods
and Accounts.

                     1.7 The term "Insolvency Proceeding" means and includes any
proceeding  commenced by or against any person or entity under any  provision of
the federal  bankruptcy  Code,  as  amended,  or under any other  bankruptcy  or
insolvency law,  including,  but not limited to,  assignments for the benefit of
creditors, formal or informal moratoriums,  compositions or extensions generally
with its creditors.

                     1.8  The  term  "Inventory"   means  and  includes  all  of
Borrower's  present and future  imported  inventory  in which  Borrower  has any
interest,  including,  but not limited to, goods held for sale or lease or to be
furnished  under a contract of service and all of Borrower's  present and future
raw  materials,  work in process,  finished  goods,  and  packing  and  shipping
materials,  wherever located, and any documents of title representing any of the

                     1.9 The term  "Judicial  Officer  or  Assignee"  means  and
includes any trustee, receiver, controller,  custodian, assignee for the benefit
of  creditors  or any other  person or entity  having  powers or duties  like or
similar to the powers and duties of a trustee, receiver,  controller,  custodian
or assignee for the benefit of creditors.

                     1.10  The  term   "Loan   Documents"   means   and   refers
collectively  to this Agreement any other  promissory  note or notes executed by
Borrower to the order of PCMI, and to any other agreements  entered into between
Borrower and PCMI in connection with this Agreement.



                     1.11 The term  "Negotiable  Collateral"  means and includes
all of  Borrower's  present  and future  letters  of credit,  advises of credit,
notes, drafts, instruments, documents, leases, and chattel paper, and Borrower's
Books relating to any of the foregoing.

                     1.12 The term "Obligations"  means and includes any and all
loans, advances, debts, liabilities (including,  without limitation, any and all
amounts charged to Borrower's account pursuant to any agreement authorizing PCMI
to  charge  Borrower's  account),   obligations,   lease  payments,  guaranties,
covenants  and  duties  owing by  Borrower  to PCMI of any kind and  description
(whether advanced  pursuant to or evidenced by this Agreement,  any of the other
Loan Documents, or any other instrument,  or by any other agreement between PCMI
and  Borrower  and whether or not for the payment of money),  whether  direct or
indirect,  absolute  or  contingent,  due or to  become  due,  now  existing  or
hereafter arising,  and including,  without limitation,  any debt,  liability or
obligation  owing  from  Borrower  to others  which  PCMI may have  obtained  by
assignment or otherwise, and further including, without limitation, all interest
not paid when due and all expenses of PCMI which  Borrower is required to pay or
reimburse by this Agreement, by law, or otherwise.

                     1.13 All  references  to  dollars  refer to  United  States


              2.1  Credit  Facilities.  Upon the  request of  Borrower,  made in
writing at any time and from time to time prior to the  termination of this Loan
Agreement  and at least  forty-eighty  (48) prior to the  proposed  disbursement
date,  subject to the conditions  precedent in Section 2.2 below, and so long as
no Event of Default has occurred, PCMI shall lend to Borrower, up to the maximum
principal amount (exclusive of accrued interest and charges) of One Million Five
Hundred Thousand Dollars  ($1,500,000).  The amounts advanced hereunder shall be
used solely for the purpose of funding Borrower"s obligations under that certain
Purchase Agreement (the "Purchase  Agreement"),  dated the date hereof,  between
Borrower and Bryan Liew, to purchase shares of  Inc., an Alberta
corporation  ("AlbertaCo),  pursuant  to the terms of such  Purchase  Agreement.
Notwithstanding  anything contained in the Agreement to the contrary, PCMI shall
be  obligated  to advance  funds to Borrower  under this  Agreement  only to the
extent that Borrower does not have adequate funds to meet its obligations  under
such Purchase Agreement.

              2.2  Conditions  Precedent.  PCMI's  olbligation  to lend funds as
provided  in this  Agreement  are  subject  to  Borrower's  satisfaction  of the
following conditions:

                   2.2.1 The  representations of Borrower contained herein shall
be true and correct in all material respects.

                   2.2.2  Bryan Liew and  AlbertaCo  shall have  entered  into a
severance  agreement,  and all terms and conditions contained therein shall have
been satisfied or waived.



                   2.2.3  Borrower  and Bryan Liew shall have  entered  into the
Purchase  Agreement,  and all terms and conditions under the Purchase Agreement,
with the exception of the payment of $1,500,000 to Bryan Liew, must be satisfied
or waived.

                   2.2.4  Borrower shall have executed and delivered to PCMI the
Promissory Note, as such documents are defined herein.

              2.3 Promissory  Note. The Obligations  arising pursuant to Section
2.1 shall be evidenced by and shall bear interest in  accordance  with the terms
of a  Promissory  Note (the  "Promissory  Note"),  substantially  in the form of
Exhibit A attached hereto, with appropriate insertions.

              2.4 Authorizations. PCMI is hereby authorized to make the loan and
the extensions of credit provided for in this Agreement based upon telephonic or
other  instructions  and  transaction  reports  received  from  any  one  of the
authorized personnel of Borrower.

              2.5 Interest Rates.  The  Obligations  evidenced by the Promissory
Note shall bear interest at the rates set forth in the Promissory Note.

         3. PREPAYMENT. Borrower may at any time, on five (5) days prior written
notice,  prepay without  premium or penalty all or part of the  Obligations  and
terminate this Agreement by paying to PCMI the amount of such prepayment in cash
or by a wire  transfer of  immediately  available  funds.  With each  prepayment
Borrower  shall also pay the  interest  accrued on the  principal  amount  being
prepaid  to the date of such  prepayment.  After  termination  and when PCMI has
received payment and performance in full of all Obligations,  PCMI shall execute
a  termination  of all security  interests  given by Borrower to PCMI,  upon the
execution and delivery of mutual general releases by Borrower,  any guarantor or
surety of Borrower's Obligations, and PCMI.


            4.1 Grant of Security  Interest.  Borrower  hereby  grants to PCMI a
continuing security interest in all presently existing and hereafter acquired or
arising  Collateral,  including  without  limitation  all  shares  of  stock  of  Inc.,  an Alberta  corporation  owned by Borrower,  in order to
secure prompt  repayment of any and all Obligations owed by Borrower to PCMI and
in  order  to  secure  prompt  performance  by  Borrower  of each and all of its
covenants and  obligations  under this Agreement and otherwise  created.  PCMI's
security  interest in the  Collateral  shall  attach to all  Collateral  without
further act on the part of PCMI or Borrower.  In the event that any  Collateral,
including  proceeds,  is  evidenced  by or  consists of  Negotiable  Collateral,
Borrower shall, immediately upon written request therefor from PCMI, endorse and
assign  such  Negotiable  Collateral  over to PCMI and deliver  actual  physical
possession of the Negotiable Collateral to PCMI.



               4.2  Continuation of Security  Interest.  Until all  Obligations,
contingent or otherwise, have been fully repaid and performed, PCMI shall retain
its  security  interest  in  all  existing  Collateral  and  Collateral  arising
thereafter, and Borrower shall continue to immediately deliver to PCMI, in kind,
all collections received respecting the Accounts.

               4.3 Perfection of Security  Interest.  Borrower shall execute and
deliver to PCMI, concurrent with Borrower's execution of this Agreement,  and at
any time or times  hereafter at the request of PCMI,  all financing  statements,
continuation financing statements, fixture filings, security agreements, chattel
mortgages, assignments,  endorsements of certificates of title, applications for
titles,  affidavits,   reports,  notices,  schedules  of  accounts,  letters  of
authority and all other  documents  that PCMI may  reasonably  request,  in form
satisfactory  to  PCMI,  to  perfect  and  maintain  perfected  PCMI's  security
interests  in the  Collateral  and  in  order  to  fully  consummate  all of the
transactions  contemplated  under this Agreement.  Borrower  hereby  irrevocably
makes,  constitutes and appoints PCMI (and any of PCMI's officers,  employees or
agents  designated by PCMI) as Borrower's  true and lawful  attorney with power,
upon Borrower's failure or refusal to comply with its undertakings  contained in
this  Section  4.3, to sign the name of  Borrower on any of the  above-described
documents or on any other similar documents which need to be executed,  recorded
and/or filed in order to perfect or continue  perfected PCMI's security interest
in the Collateral.  In order to perfect PCMI's  security  interest in Borrower's
deposit accounts maintained at any financial institutions at which Borrower, now
or in the future, maintains deposit accounts,  Borrower agrees to execute a form
of notification to such financial institutions in order to notify them of PCMI's
security interests in such deposit accounts.

         5.  BORROWER'S  REPRESENTATIONS  AND  WARRANTIES.  Borrower  makes  the
following  representations and warranties which shall be deemed to be continuing
representations  and  warranties  so  long  as any  credit  hereunder  shall  be
available and until the Obligations have been repaid in full:

             5.1  Existence and Rights.

                  5.1.1  Borrower is duly  organized and existing under the laws
of the State of Nevada and is  qualified  and  licensed to do business and is in
good standing in any state in which the conduct of its business or its ownership
of property requires that it be so qualified;

                  5.1.2  Borrower  has the right  and  power to enter  into this
Agreement and each of the other Loan Documents;



                  5.1.3 Borrower has the power, authority, rights and franchises
to own its property and to carry on its business as now conducted;

           5.2 Agreement Authorized. The execution,  delivery and performance by
Borrower of this Agreement and each of the other Loan  Documents:  (a) have been
duly  authorized and do not require the consent or approval of any  governmental
body or other regulatory authority; and (b) shall not constitute a breach of any
provision contained in Borrower's Articles of Incorporation or Bylaws.

           5.3  Binding  Agreement.  This  Agreement  is the valid,  binding and
legally enforceable obligation of Borrower in accordance with its terms.

           5.4 No Conflict. The execution,  delivery and performance by Borrower
of this Agreement and each of the other Loan Documents: (a) shall not constitute
an event of default  under any  agreement,  indenture or  undertakings  to which
Borrower  is a party  or by  which  it or any of its  property  may be  bound or
affected;  (b)  are  not in  contravention  of or in  conflict  with  any law or
regulation;  and (c) do not cause any lien,  charge or other  encumbrance  to be
created or imposed upon any such property by reason thereof.

      6.  BORROWER'S NEGATIVE  COVENANTS.  Borrower covenants and agrees that so
long as any credit  hereunder shall be available and until the Obligations  have
been repaid in full,  unless PCMI shall otherwise  consent in writing,  Borrower
shall not do any of the following:

          6.1 Relocate of Chief  Executive  Office.  Borrower will not,  without
thirty  (30)  days  prior  written  notification  to PCMI,  relocate  its  chief
executive office.

          6.2 Business  Structure and  Operations.  Borrower shall not,  without
PCMI's prior written consent:

              6.2.1 Other than sales or leases of  Inventory in the ordinary and
usual course of Borrower's  business as presently  conducted,  sell,  lease,  or
otherwise dispose of, move,  relocate (except in connection with a relocation of
Borrower's business facility) or transfer,  whether by sale or otherwise, any of
Borrower's assets;

              6.2.2  Change  Borrower's  name or form of entity,  or add any new
fictitious name;

              6.2.3  Acquire,  merge  or  consolidate  with  or into  any  other
business organization;

              6.2.4 Enter into any  transaction  not in the  ordinary  and usual
course of Borrower's business;



              6.2.5 Incur any debts  outside the  ordinary  and usual  course of
Borrower's business, except for renewals or extensions of existing debts;

              6.2.6 Make any  advance or loan except in the  ordinary  course of

              6.2.7 Make any  distribution  or declare or pay any  dividends (in
cash or in stock) on, or purchase,  acquire, redeem or retire any of its capital
stock, of any class, whether now or hereafter outstanding; or

              6.2.8 Suspend or go out of business.

          7.  EVENTS OF DEFAULT.  Any one or more of the  following events shall
constitute an Event of Default by Borrower under this Agreement:

              7.1 Failure to Pay Obligations.  If Borrower fails to pay when due
and  payable  or  when  declared  due  and  payable  all or any  portion  of the
Obligations owing to PCMI (whether of principal,  interest, taxes, reimbursement
of expenses of PCMI, or otherwise);

              7.2 Failure to Perform.  If Borrower fails or neglects to perform,
keep or observe any term, provision, condition, covenant, agreement, warranty or
representation  contained in this Agreement, in any of the other Loan Documents,
or in any other present or future  agreement  between Borrower and PCMI and such
failure  continues for ten (10) calendar days after written  notice thereof from
PCMI to Borrower;

              7.3 Voluntary Insolvency  Proceeding.  If an Insolvency Proceeding
is commenced by Borrower;

              7.4 Involuntary Insolvency Proceeding. If an Insolvency Proceeding
is commenced against Borrower;

              7.5 Interruption of Business. If Borrower is enjoined,  restrained
or in any way  prevented  by court order from  continuing  to conduct all or any
material part of its business affairs;

              7.6  Cure  Periods.  Notwithstanding  anything  contained  in this
Section 7 to the  contrary,  PCMI shall refrain from  exercising  its rights and
remedies and an Event of Default  shall not be deemed to have occurred by reason
of the  occurrence  of: (i) an event set forth in Section 7.4 of this  Agreement
if,  within  thirty  (30)  calendar  days  from  the date  thereof,  the same is
discharged or  dismissed,  or (ii) any of the events set forth in Section 7.5 of
this Agreement if, within ten (10) calendar days from the date thereof, the same
is released,  discharged,  dismissed,  bonded  against or  satisfied;  provided,
however,  if the event is the  institution  of  Insolvency  Proceedings  against
Borrower,  PCMI shall not be obligated to make advances to Borrower  during such
cure period.




              8.1  Remedies.  Upon the  occurrence  of an Event  of  Default  by
Borrower under this Agreement, and subject to the cure periods set forth herein,
PCMI may, at its election, without notice of its election and without demand, do
any one or more of the following, all of which are authorized by Borrower:

                   8.1.1  Declare all  Obligations,  whether  evidenced  by this
Agreement, by the Promissory Note or otherwise, immediately due and payable;

                   8.1.2 Cease advancing money or extending credit to or for the
benefit of Borrower  under this Agreement or under any other  agreement  between
Borrower and PCMI;

                   8.1.3  Terminate  this  Agreement  and any of the other  Loan
Documents  as to any  future  liability  or  obligation  of  PCMI,  but  without
affecting  PCMI's  rights and security  interest in the  Collateral  and without
affecting the Obligations owing by Borrower to PCMI; and

                   8.1.4 Convert, upon at least ten (10) days notice, all or any
of the advances  made  hereunder  into shares of Common Stock of Borrower,  at a
conversion  ratio of  eighty  percent  (80%)  of the  average  selling  price of
Borrower"s  common stock as reported on the  Over-the-Counter  market (or if not
traded on the Over-the-Counter market, on such other medium as Borrower"s common
stock may be traded)  during the fifteen  (15) prior  trading  days prior to the
date of notice.

                   8.2  Cumulative Rights. PCMI's rights and remedies under this
Agreement  and all other  agreements  shall be  cumulative.  PCMI shall have all
other  rights and  remedies  not  inconsistent  herewith as  provided  under the
Uniform  Commercial  Code and  adopted  in the State of  Nevada,  by law,  or in
equity.  No exercise by PCMI of one right or remedy shall be deemed an election,
and no  waiver  by PCMI of any  default  on  Borrower's  part  shall be deemed a
continuing  waiver.  No delay by PCMI shall  constitute  a waiver,  election  or
acquiescence by it.



                   9.   NOTICES. Unless otherwise provided  in  this  Agreement,
all  notices or  demands by any party  relating  to this  Agreement  shall be in
writing and either  personally  served or sent by regular  United  States  mail,
postage prepaid,  to Borrower or to PCMI, as the case may be, at its address set
forth below:

                  If to Borrower:  Inc.
                                            360 " 220 Cambie Street
                                            Vancouver, BC  V6B 2M9
                                            Attn:  Graham Heal, Director
                                            Fax:  (604) 687-2192

                  If to PCMI:               Pacific Capital Markets Inc.
                                            c/o Jeffs & Company Law Corporation
                                            1100 Melville Street, 6th Floor
                                            Vancouver, British Columbia
                                            V6E 4A6

                                            Attn:  __________________, President
                                            Facsimile Number (604) 664-0671
The parties  hereto may change the address at which they are to receive  notices
and the facsimile number at which they are to receive facsimiles  hereunder,  by
notice in writing in the  foregoing  manner  given to the other.  All notices or
demands sent in accordance  with this Section 13 shall be deemed received on the
earlier of the date of actual receipt or five (5) days after the deposit thereof
in the mail.

                  10.  CHOICE  OF  LAW.  The  validity  of this  Agreement,  its
construction,  interpretation  and  enforcement,  and the rights of the  parties
hereunder and concerning the Collateral, shall be determined under, governed by,
and construed in accordance  with the laws of the Province of British  Columbia.
The parties agree that all actions or  proceedings  arising in  connection  with
this  Agreement  shall be tried and litigated only in the provincial and federal
courts located in the Province of British Columbia. Borrower waives any right it
may have to assert the  doctrine  of forum non  conveniens  or to object to such
venue and hereby consents to any court ordered relief.

                  11.   GENERAL PROVISIONS

                        11.1  Representations  and  Warranties  Repeated.   Each
representation,  warranty and  agreement  contained in this  Agreement  shall be
automatically  deemed  repeated  with each  advance  and  shall be  conclusively
presumed to have been relied on by PCMI regardless of any investigation  made or
information  possessed by PCMI. The warranties,  representations  and agreements
set  forth  herein  shall be  cumulative  and in  addition  to any and all other
warranties,  representations  and agreements which Borrower shall give, or cause
to be given, to PCMI, either now or hereafter.

                        11.2 Binding Agreement.  This Agreement shall be binding
and deemed  effective  when  executed by Borrower  and  accepted and executed by



                        11.3 Right to Grant Participations. This Agreement shall
bind and inure to the benefit of the  respective  successors and assigns of each
of the parties;  provided,  however, that Borrower may not assign this Agreement
or any rights hereunder  without PCMI's prior written consent and any prohibited
assignment  shall be absolutely  void. No consent to an assignment by PCMI shall
release  Borrower from its  Obligations to PCMI.  PCMI may assign this Agreement
and its rights and duties  hereunder.  PCMI reserves the right to sell,  assign,
transfer,  negotiate  or grant  participations  in all or any  part  of,  or any
interest in, PCMI's rights and benefits hereunder. In connection therewith, PCMI
may disclose all documents and information  which PCMI now or hereafter may have
relating to Borrower or Borrower's business.

                        11.4 Indemnification.  In consideration of the execution
and delivery of this Agreement and the extension of financial  accommodations by
PCMI to Borrower pursuant to this Agreement, Borrower agrees to indemnify, save,
exonerate,  and hold PCMI,  and each of the officers,  directors,  employees and
agents of PCMI (herein  collectively  called the  "Indemnitees" and individually
called an "Indemnitee")  free and harmless from and against any and all actions,
claims,  causes or action,  suits, losses,  liabilities,  damages, and expenses,
including,  without limitation,  reasonable attorneys' fees (including allocated
costs for in-house legal services provided and attorneys' fees in all bankruptcy
proceedings)  and  disbursements  (herein  collectively  called the "Indemnified
Liabilities"),  which may be incurred by or asserted  against the Indemnitees or
any  Indemnitee  as a result  of,  or  arising  out of,  or  relating  to, or in
connection with, any investigation, litigation, or proceeding related to any use
made or proposed  to be made by Borrower of the  proceeds of any advance or loan
made hereunder,  or the  consummation of the transactions  contemplated  hereby,
whether or not any such Indemnitee is a party thereto, and, if and to the extent
that the foregoing  undertaking may be  unenforceable  for any reason,  Borrower
hereby agrees to make the maximum  contribution to the payment and  satisfaction
of each of the Indemnified Liabilities as is permissible under applicable law.

                        If any action,  suit, or proceeding  arising from any of
the  foregoing is brought  against  PCMI,  or any  Indemnitee or affiliate of an
Indemnitee  indemnified or intended to be  indemnified  pursuant to this Section
11.4,  Borrower,  to the extent and in the manner  directed by the Indemnitee or
intended Indemnitee, shall resist and defend such action, suit, or proceeding or
cause the same to be resisted  and  defended by counsel  designated  by Borrower
(which  counsel shall be reasonably  satisfactory  to the Indemnitee or intended
Indemnitee).  Each  Indemnitee  shall use its best  efforts to  cooperate in the
defense  of any  such  action,  writ,  or  proceeding.  Borrower  shall  have no
obligation  to any  Indemnitee  under this  Section  11.4 to the extent that the
Indemnified Liabilities resulted from the gross negligence or willful misconduct
on the part of any  Indemnitee.  The  Obligations of Borrower under this Section
11.4 shall survive the  termination  of this  Agreement and the discharge of the
Borrower's other Obligations hereunder.

                        11.5  Section  Headings.  Section  headings  and section
numbers have been set forth herein for convenience  only. Unless the contrary is
compelled by the context,  everything  contained in each section applies equally
to this entire Agreement.



                        11.6  Interpretation.  Neither  this  Agreement  nor any
uncertainty or ambiguity  herein shall be construed or resolved  against PCMI or
Borrower,  whether under any rule of construction or otherwise. On the contrary,
this  Agreement  has been  reviewed by all parties  and shall be  construed  and
interpreted  according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of all parties hereto.

                        11.7  Severability.  Each  provision  of this  Agreement
shall be severable from every other  provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision.

                        11.8  Modification and Merger.  This Agreement cannot be
changed   or   terminated   orally.   All  prior   agreements,   understandings,
representations,  warranties  and  negotiations,  if any,  are merged  into this

                        11.9 Good  Faith  Requirement.  The  parties  intend and
agree that their respective rights, duties, powers, liabilities, obligations and
discretions shall be performed, carried out, discharged and exercised reasonably
and in good faith.



        IN WITNESS WHEREOF, Borrower has executed this Agreement.

                       Inc., a Nevada



                                Pacific Capital Markets Inc., a British Columbia





                                    Exhibit A

                             Form of Promissory Note