Promissory Note - New England Wireless Inc.
PROMISSORY NOTE
$25,000.00 Bellows Falls, Vermont
June 23, 1994
FOR VALUE RECEIVED, NEW ENGLAND WIRELESS, INC., having an office and
place of business at 56 Green Street, Bellows Falls, Vermont 05101 ("Maker")
promises to pay to the order of _____________, the sum of Twenty five thousand
Dollars ($25,000.00) with interest from date at the rate of seven and one-half
percent (7.5%) per annum. Principal and interest shall be due and payable in
full at any time more than one hundred (180) days after the date hereof upon
demand by the holder.
Maker agrees to pay all costs and expenses, including reasonable
attorneys' fees, for the collection of this Note upon default, and to pay
interest on all amounts not paid when due (pursuant to the terms hereof, by
acceleration or otherwise) at the rate of twelve percent (12%) per annum until
paid in full. All payments shall be made to the holder at 441 West Ferry
Detroit, MI 48202 or at such other place as the holder hereof from time to
time may designate in writing.
This Note may be prepaid at any time, in whole or in part, without
penalty.
Maker hereby irrevocably submits to the non-exclusive jurisdiction of
any State or Federal court sitting in Detroit, MI, in any action or proceeding
arising out of or relating to this Note, and the Maker hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard
and determined in such State or Federal court. The Maker irrevocably consents
to the service of any and all process in any such action or proceeding by the
mailing via certified mail of copies of such process to the Maker as its
address set forth for the giving of notices, above, or at such other address
as shall be designated by the Maker in writing to the holder. In the event
that, for any reason, service of legal process cannot be made in the manner
described above, such service may be made in the manner set forth in
paragraphs (3) and (4) of section 1608 (a) of Title 28 of the United States
Code. The Maker agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this paragraph
shall affect the right of the holder to serve legal process in any other
manner permitted by law against the Maker or the Maker's property in the
courts of other jurisdictions. To the extent that the Maker has nay immunity
from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid or
execution or otherwise) with respect to it or its property, the Maker hereby
irrevocably waives such immunity in respect of its obligations under this Note
to the fullest extent permitted by applicable laws in any jurisdiction where
any action or proceeding referred to in this paragraph may be brought.
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Maker may, with the consent of the holder, pay the amount due under
this note by causing to be issued to the holder shares of the capital stock of
World Wide Wireless, Inc., a Delaware corporation. Stock in World Wide
Wireless, Inc., will be issued at Three Dollars ($3.00) per share.
Maker hereby waives presentment, demand, notice of dishonor and protest and
all surety defenses in the nature thereof.
No delay or omission on the part of the holder in exercising any
right hereunder shall operate as a waiver of such right or such holder, nor
shall any delay, omission or waiver on any one occasion be deemed a bar to or
waiver of the same or any other right on any future occasion.
IN PRESENCE OF: New England Wireless, Inc.
_______________________ By:________________________
_______________________