The signature signing the Oxford Int'l document once again is illegible, but you need fingers to write legible. We all know now the illegible signature is Bryant Craguns
PROMISSORY NOTE
$2,000,000.00 December 9, 1996
FOR VALUE RECEIVED, the undersigned, Titan Motorcycle Co. of America, of 2002 E.
Indian School Road, Phoenix, AZ 85016 promises to pay to the order of OXFORD
INTERNATIONAL MANAGEMENT the principal sum of up to Two Million ($2,000,000)
dollars, or the then outstanding balance, if less, together with interest
thereon from date hereof until paid, at the rate of Eight Percent (8%) per annum
as follows: ON DEMAND, BUT NOT BEFORE DECEMBER 9, 1997.
All or any part of the aforesaid principal sum may be prepaid at any time and
from time to time without penalty. Notwithstanding the foregoing, no such
prepayment may be made prior to December 9, 1997.
In the event of any default by the undersigned in the payment of principal or
interest when due or in the event of the suspension of actual business,
insolvency, assignment for the benefit of creditors, adjudication of bankruptcy,
or appointment of a receiver, of or against the undersigned, the unpaid balance
of the principal sum of this promissory note shall at the option of the holder
become immediately due and payable.
The maker and all other persons who may become liable for the payment hereof
severally waive demand, presentment, protest, notice of dishonor or nonpayment,
notice of protest, and any and all lack of diligence or delays in collection
which may occur, and expressly consent and agree to each and any extension or
postponement of time of payment hereof from time to time at or after maturity or
other indulgence, and waive all notice thereof.
In case suit or action is instituted to collect this note, or any portion
hereof, the maker promises to pay such additional sum, as the court may adjudge
reasonable, attorneys' fees in said proceedings.
This note is made and executed under, and is in all respects governed by, the
laws of the State of Arizona.
/s/ [illegible] /s/ Francis S. Keery
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Oxford International Management Titan Motorcycle Co. of America
MODIFICATION OF PROMISSORY NOTE
Where as the parties to a certain promissory note, between Titan Motorcycle Co.
of America and Oxford International Management, dated December 9, 1996, wish to
amend, or modify, the terms of said note, the following shall be incorporated,
joined to, and become a part of the original agreement.
"This promissory note shall be modified to show that the outstanding amounts of
the note shall not be due, or "called" until January 1, 2000. On this date,
one-third (1/3) of the outstanding amount shall become due. On January 1, 2001,
another one-third (1/3) of the amount outstanding, as of January 1, 2000, will
become due. The remaining one-third (1/3) of the amount outstanding, as of
January 1, 2000, will become due on January 1, 2002. Any remaining balance,
principal and/or interest would also be paid on January 1, 2002.
Further, in lieu of the above referenced payment schedule, the full balance due
(principal and interest) may be converted to equity, in the form of common stock
in Titan Motorcycle Co. of America, upon mutual agreement by both parties at any
time after January 1, 2000. The conversion price will be at a ten (10%) percent
discount to the market price of the common stock as of January 1,2000, or the
date of conversion, which ever is later."
The parties to the original promissory note, and this modification, further
agree that in the future, the original note can be further modified, extended,
or changed, in writing, as the parties may agree to, in writing.
Dated this 16th day of December, 1997
/s/ [illegible] /s/ Francis S. Keery
---------------------------------- ----------------------------------
Oxford International Management Titan Motorcycle Co. of America
PROMISSORY NOTE
July 22, 1999
FOR VALUE RECEIVED, the undersigned, Titan Motorcycle Co. of America, of 2002 E.
Indian School Road, Phoenix, AZ 85016 promises to pay to the order of OXFORD
INTERNATIONAL MANAGEMENT the principal sum of up to Two Million ($2,000,000)
Dollars and accrued interest at the rate of 12% per annum at the following pay
down rate:
January 1, 2001 - one third (1/3rd) of the outstanding principal balance
including any accrued interest to that date
January 1, 2002 - one half (1/2) of the then outstanding principal balance
including any accrued interest to that date.
January 1, 2003 - total of the then outstanding principal balance including
any accrued interest to that date.
All or any part of the aforesaid principal sum may be prepaid at any time and
from time to time without penalty at the full discretion of the borrower.
Further, in lieu of the above referenced payment schedule, the full balance due
(principal and interest) may be converted to equity, in the form of common stock
in Titan Motorcycle Co. of America, upon mutual agreement by both parties at any
time after January 1, 2000. The conversion price will be at a ten (10%) percent
discount to the market price of the common stocks as of January 1, 2000, or the
date of conversion, whichever is later.
In the event of any default by the undersigned in the payment of principal or
interest when due or in the event of the suspension of actual business,
insolvency, assignment for the benefit of creditors, adjudication of bankruptcy,
or appointment of receiver, of or against the undersigned, the unpaid balance of
the principal sum and any accrued interest owed of this promissory note shall,
at the option of the holder, become immediately due and payable.
The maker and all other persons who may become liable for the payment hereof
severally waive demand, presentment, protest, notice of dishonor or nonpayment,
notice of protest, and any and all lack of diligence or delays in collection
which may occur, and expressly consent and agree to each and any extension or
postponement of time of payment hereof from time to time at or after maturity or
other indulgence, and waive all notice thereof.
In case suit or action is instituted to collect this note, or any portion
hereof, the maker promises to pay such additional sum, as the court may adjudge
reasonable attorney's fees in said proceedings.
This note is made and executed under, and is in all respects governed by, the
laws of the State of Arizona.
OXFORD INTERNATIONAL MANAGEMENT TITAN MOT CYCLE CO. OF AMERICA
By: By: /s/ Francis S. Keery
-------------------------------- --------------------------------
Title Title: Chairman, C.E.O.
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