Promissory Note - MedStrong International Corp. and Sid Patterson
PROMISSORY NOTE
Maker: MedStrong International Corporation
Maker's Mailing Address: 500 Silver Spur Road, Suite 101
Rancho Palos Verdes, California 90274
Payee: Sid Patterson
Payee's
Mailing Address: 99 Madison Avenue, Ninth Floor
New York, NY 10016
Payee's Social Security Number:
Principal Amount: Twenty-Five Thousand and No/100 Dollars ($25,000)
Effective Date: January 15, 2004
Annual Interest Rate on Unpaid Principal from Effective Date:
Fifteen Percent (15%) per annum.
Annual Interest Rate on Matured, Unpaid Amounts:
Fifteen Percent (15%) per annum.
Terms of Payment (principal and interest): The entire amount of principal is
payable in one installment 60 days from the Effective Date. Maker reserves the
right to prepay this Promissory note in any amount at any time prior to maturity
without penalty. Interest on the unpaid principal balance of this Promissory
Note shall be due and payable on the last business day of each calendar month
following the Effective Date of this Promissory Note and the date on which this
Promissory Note matures or shall be paid in full.
8. General. Maker promises to pay to Payee at the place of payment, and
according to the terms of payment, the principal amount plus interest at
the rates stated above. All unpaid amounts shall be due by the final
scheduled payment date.
9. Default Penalty. If there occurs an Event of Default (as defined below in
paragraph 7), then Maker shall, on the last business day of each calendar
month until all such defaults are cured, pay to the Payee the sum of
$200.00, as a late payment penalty (the "Late Payment Penalty"). Regardless
of the number of Events of Default, the Late Payment Penalty shall not
exceed $200.00 in any calendar month.
10. Costs of Collection. If this note is given to an attorney for collection,
or if suit is brought for collection, or if it is collected through,
bankruptcy, or other judicial proceeding, then Maker shall pay Payee all
costs of collection, including reasonable attorneys' fees and court costs,
in addition to other amounts due.
11. Savings Clause. Interest and Late Payment Penalties on the debt evidenced
by this Promissory Note shall not exceed the maximum amount of nonusurious
interest that may be contracted for, taken, reserved, charged, or received
under law; any interest in excess of that maximum amount shall be credited
on the principal of the debt or, if that has been paid, refunded. On any
acceleration or required or permitted prepayment, any such excess shall be
canceled automatically as of the acceleration or prepayment or, if already
paid, credited on the principal of the debt or, if the principal of the
debt has been paid, refunded. This provision overrides other provisions in
this and all other instruments concerning the debt.
12. Representation of Payee. Payee represents and warrants to Maker as follows:
(c) Payee acknowledges that this Promissory Note evidences a debt owed by
the Maker to Payee and is not intended to be or constitute a security
(debt or otherwise) and as such is not a security subject to federal
or state securities laws.
(d) Payee acknowledges and agrees that this Promissory Note is not
negotiable and is not transferable without the express written consent
of the Maker.
(c) Payee has received and examined all information concerning Maker which
Payee considers necessary to making an informed decision regarding the
loan represented by this Promissory Note (the "Loan"). In addition,
Payee has had the opportunity to ask questions of, and receive answers
from, the officers and agents of Maker concerning Maker and to obtain
such information, to the extent such persons possessed the same or
could acquire it without unreasonable effort or expense, as Payee
deemed necessary to verify the accuracy of the information referred to
herein.
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(d) The Payee acknowledges and understands that: (i) the Maker will use
the Loan for a Business which currently is in the development stage,
(ii) the Loan will not be sufficient to provide the Maker with the
necessary funds to achieve its business plan, (iii) the Maker may
never be able to raise sufficient funds to achieve its business plan,
(iv) this Promissory Note will not be guaranteed, and (v) the Payee
bears the economic risk of losing the Loan and never being repaid.
13. Governing Law. This Promissory Note, and all rights and remedies hereunder,
will be governed by the laws of the State of New York.
14. Event of Default. An "Event of Default" shall have occurred if Maker fails
to pay any payment of principal or interest on this Promissory Note when
due.
MAKER: MedStrong International Corp.
By /S/ Jerry R. Farrar
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Name: Jerry R. Farrar
Title: President
The undersigned Payee hereby confirms the representations and warranties made by
the Payee set forth above.
Payee
/S/ Sid Patterson
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