Sample Business Contracts

Promissory Note - Stock Market Institute of Learning Inc. and Centrum Financial Services Inc.

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                                 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

(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

(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
                                        Wade B. Cook, President

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