Promissory Note - UC Hub, Keith Webb and John Arnone
PROMISSORY NOTE
Los Angeles, California
$ 65,000 Aug 2, 2004
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TIME NOTE
1. 90 business days after the date of this Note, UC HUB, a public company
traded under the ticker symbol of UCHB.OB, the undersigned Maker, promise
to pay to the order of Keith Webb and John Arnone or his assignee ("Payee")
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the sum of $65,000. Principal under this Note shall be paid in lawful money
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of the United States. This debt is not associated to or in lieu of any
other contractual or legal obligation to Payee and will have an annual
interest rate of Prime plus two. "Payee" shall have the right to convert
this note into shares at a fifty percent discount off market price in 90
days. This conversion is at the sole discretion of the Payee and the Payee
may also have the right but not the obligation to extend the terms of this
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 business days from the date of
this signed Note or on any date thereafter at the sole discretion of Mr.
____________ or his assignees. 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.
(x) 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:
(i) Entry of judgment.
(ii) Issuance of a writ of attachment, order of garnishment,
order or
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subpoena in supplementary proceedings, execution, or similar
process.
(5) A receiver is appointed for Maker, endorser, surety or guarantor.
(i) At its option, Payee may not accelerate the maturity of this
Note to become due immediately if it considers the security
underlying the Note to be unsatisfactory or insufficient and the
Maker does not, on demand, furnish additional collateral or make
payment on account that is satisfactory to the Payee.
(ii) At its option, Payee may not accelerate the maturity of the
Note to become due immediately if, in the sole opinion of the
Payee, the financial responsibility of the Maker becomes
unsatisfactory or the obligation evidenced by this Note is in
jeopardy.
COLLECTION COSTS
6. 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
7. 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
8. 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
UC HUB
Its President/CEO
Larry Wilcox
UC HUB
10390 Commerce Center Drive, Suite 250
Rancho Cucamonga, California 91730
909 945 8563 Phone
888 525 5266 FAX
lwilcoxf@uchub.net
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