Promissory Note - Stock Market Institute of Learning Inc. and Centrum Financial Services Inc.
PROMISSORY NOTE
$1,900,000.00 Seattle, Washington
August 10, 2001
FOR VALUE RECEIVED, the undersigned promise to pay to Centrum Financial
Services, Inc., a Washington corporation, or order, at P.O. Box 2243, Seattle,
Washington 98111-2243, or at such other address as the holder hereof may
hereafter direct in writing, the sum of ONE MILLION NINE HUNDRED THOUSAND and
no/100 DOLLARS ($1,900,000.00), in lawful money of the United States, with
interest thereon from the date hereof, at the rate hereinafter provided, payable
as follows:
An amount equal to all then unpaid accrued interest on or before the 1st
day of September, 2001, and a sum equal to all then unpaid accrued interest
on or before the same day of each succeeding calendar month thereafter
until such time as this note is paid in full, which payments are subject to
adjustment as hereinafter provided. The undersigned further agree to pay
interest from the date hereof, on the principal balance, and the
diminishing amounts thereof, at a rate equal to 6.00% per annum above the
prime lending rate established by Bank of America for commercial loans in
the Seattle area, which rate is presently set at 6.75% per annum or 15.00%
per annum, whichever is higher. The interest rate herein shall be adjusted
on the date hereof, and daily thereafter, to an amount equal to 6.00% per
annum above the prime lending rate, or 15.00% per annum, whichever is
higher. Interest shall be deducted from each monthly installment and the
balance, if any, shall be applied in reduction of principal. The monthly
payments shall be adjusted, on the date the interest rate is adjusted as
provided above, to a sum equal to the amount of interest which accrues
monthly pursuant to this note. In any event, the undersigned agree to pay
this note in full on or before August 1, 2004.
If Bank of America ceases to establish a prime lending rate, or such rate
is otherwise unavailable, the holder hereof may choose a reasonably comparable
substitute in its sole discretion.
If any monthly installment or other payment under this note is not received
by the holder hereof within 5 calendar days after the installment or payment is
due, the undersigned agrees to pay the holder hereof a late charge of 5.00% of
such delinquent installment and/or payment.
The undersigned may prepay this note in whole, or in part, at any time
without penalty.
The undersigned hereby represents and warrants to the holder hereof as
follows:
(1) That Stock Market Institute of Learning, Inc. is a corporation duly
organized and existing pursuant to the laws of the State of Nevada, has
paid all fees last due said State, and is in good standing herewith; that
the party signing for Stock Market Institute of Learning, Inc has good and
sufficient authority to bind such entity to the terms and conditions of
this note as well as any other documents executed in connection with the
loan that is the subject hereof;
(2) That the proceeds of this note will be used exclusively for commercial and
business purposes only;
(3) That this transaction has been negotiated and consummated in the State of
Washington;
(4) That all documents executed and delivered in connection with this
transaction have been executed and delivered in the State of Washington;
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(5) That the laws of the State of Washington shall govern the validity and
construction of this note; and
(6) That the undersigned have received an opinion of independent counsel that
the loan represented by this note is not usurious under the laws of the
State of Washington.
The whole sum of both principal and interest of this note shall be due and
payable in full, without further notice, at the option of the holder hereof in
the event that any of the security for this note, or any part thereof, or any
interest therein, is directly or indirectly, voluntarily or involuntarily, sold,
transferred, exchanged, or pledged in any way and any of such events shall be a
default under the terms and conditions of this note.
In the event of a default in the payment of this note, or in the event of
any other default under the terms and conditions of this note as described
herein, the whole sum of both principal and interest shall become due and
payable at once without further notice at the option of the holder hereof, and
after any such default, this note shall bear interest at the rate which is
20.00% per annum higher than the interest rate otherwise charged in connection
with this Note, or 36.00% per annum, whichever is higher. If by reason of any
default it becomes necessary for the holder of this note to employ an attorney,
or if an action is instituted, the undersigned promises to pay the costs of
collection, including reasonable attorney's fees, and agrees, at the option of
the holder hereof, that the venue of any such action shall be laid in King
County, Washington. Failure of the holder hereof to accelerate payment of this
note shall not constitute a waiver of the exercise of this right if default is
not cured or if the undersigned again defaults.
Each and every party to this note, and all persons now or hereafter liable
for the payment or performance of any of the conditions hereof, shall be bound
jointly and severally, and hereby waive presentment, demand, protest and notice
of nonpayment of this note, and consent that the holder hereof may extend the
time of payment or otherwise modify the terms of payment of any part or whole of
the debt evidenced by this note at the request of any party liable herein, and
agree that such consent shall in no way alter or diminish any liability of any
party hereon.
This note is secured by a Deed of Trust of even date on property in King
County, Washington.
STOCK MARKET INSTITUTE OF LEARNING, INC.
By: /s/ Wade B. Cook
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Wade B. Cook, President
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