Promissory Note - UC Hub and William A. Mueller
PROMISSORY NOTE
Los Angeles, California
$25,000 September 17, 2004
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TIME AUTOMATIC CONVERSION NOTE
1. 90 business days after the date of this Note, UC HUB, a public company
traded under the ticker symbol of UCHB, the undersigned Maker, promise to
pay to the order of William A. Mueller, an accredited investor, or his
assignee ("Payee") the sum of $25,000 in stock at Friday's closing selling
price which is September 17, 2004 or at a 50% discount off the price of the
stock on the due date of Dec 15, 2004 whichever is the lesser. Principal
under this Note shall be paid in R144 stock. Mr. Mueller has reviewed the
Public Company's filings, business plan and has discussed this automatic
conversion note with management this debt is not associated to or in lieu
of any other contractual or legal obligation to Payee other than the
following options. "Payee" shall receive in addition, an option for two
years on 4100 shares of R144 stock in the public entity, UCHB at a 20%
discount off the price of the stock the day this Promissory Note is funded
and upon the full execution and acceptance of this Promissory Note.
ACCELERATION
2. All liabilities of the undersigned to the Payee, including this Note, will,
at the option of the Payee, mature and become due and payable immediately
without presentment or notice no sooner than 90 days from the date of this
signed Note or on any date thereafter at the sole discretion of Mr. Mueller. In
addition, this Note and all other obligations, direct or contingent, of any
Maker or endorser of this Note to the Payee will become due and payable
immediately, without presentment or notice, if:
(1) Maker fails to make the required payment when due.
(2) Maker or any endorser, surety, or guarantor of this Note:
(i) Fails, after demand, to furnish financial information or
to permit Inspection of any books or records.
(ii) Suspends business.
(iii) Becomes insolvent or offers settlement to any creditors.
(iv) Files a petition in bankruptcy, either voluntary or
involuntary.
(v) Institutes any proceeding under any bankruptcy or
Insolvency laws relating to the relief of debtors.
(vi) Gives notice of any intended bulk sale.
(vii) Makes an assignment for the benefit of creditors.
(viii) Mortgages, pledges, assigns, or transfers any accounts
receivable or other property, in trust or otherwise,
without the written consent of the Payee.
(ix) Makes any false statement or representation orally or in
writing, fails to furnish information, or fails to permit
inspection of any books or records on demand of the
Payee.
(ix) Fails to pay any obligation when due.
(3) Payee or holder discovers that any misrepresentation was made to
payee on or behalf of Maker to obtain credit or an extension of credit.
(4) Any legal action is commenced against Maker or any endorser,
surety, or guarantor, including:
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(i) Entry of judgment.
(ii) Issuance of a writ of attachment, order of garnishment,
order or subpoena in supplementary proceedings, execution,
or similar process.
COLLECTION COSTS
5. If this Note is not paid in full when it becomes due, Maker agrees
to pay all collection costs, including, but not limited to all
attorney and court fees necessary to enforce or collect this Note for
nonpayment at maturity.
WAIVERS
6. Maker waives trial by jury in any litigation arising out of or
relating to this Note in which Payee or a holder of this Note is an adverse
party and further waives the right to interpose any defense, set-off, or
counterclaim of any nature or description, which rights are expressly waived
except as provided by law.
GOVERNING LAW
7. This Note will be governed by the laws of the State of California,
including the Uniform Commercial Code in force in the State of California.
MAKER
/s/ Larry Wilcox
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UC HUB
Its President/CEO
Larry Wilcox
UC HUB
10390 Commerce Center Drive, Suite 250
Rancho Cucamonga, California 91730
909 945 8563 Phone
888 526 5266 FAX
lwilcox@uchub.net
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FEDEX: Larry Wilcox
10 Appaloosa Lane
West Hills, CA 91307
818 887 6876
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or
Bank Info
UC HUB
Union Bank of California
5855 Topanga Canyon Blvd
Woodland Hills, CA 91367
Account # 1290042846
Routing # 122000496
Contact at Union Bank - Heiga - 818 595 2067