Ckrush, Inc. – ‘SB-2’ on 7/7/98 – EX-10.13

As of:  Tuesday, 7/7/98   ·   Accession #:  1047469-98-26562   ·   File #:  333-58631

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        81    493K 
                          Issuer                                                 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws     28    113K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     17     74K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders     2     16K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders     4±    22K 
 6: EX-10.1     Material Contract                                      3     18K 
15: EX-10.10    Material Contract                                      6     34K 
16: EX-10.11    Material Contract                                      6     33K 
17: EX-10.12    Material Contract                                     11     42K 
18: EX-10.13    Material Contract                                      4     21K 
19: EX-10.14    Material Contract                                     10     44K 
20: EX-10.15    Material Contract                                      4     22K 
21: EX-10.16    Material Contract                                     10     43K 
22: EX-10.17    Material Contract                                      3     20K 
23: EX-10.18    Material Contract                                      9     41K 
24: EX-10.19    Material Contract                                      2     15K 
 7: EX-10.2     Material Contract                                      2     17K 
25: EX-10.20    Material Contract                                      8     35K 
26: EX-10.21    Material Contract                                     17     62K 
27: EX-10.22    Material Contract                                      2±    13K 
28: EX-10.23    Material Contract                                      2     17K 
29: EX-10.24    Material Contract                                     19     56K 
30: EX-10.25    Material Contract                                     13     50K 
31: EX-10.26    Material Contract                                      7     35K 
32: EX-10.27    Material Contract                                      4     17K 
33: EX-10.28    Material Contract                                      9     40K 
34: EX-10.29    Material Contract                                     10     47K 
 8: EX-10.3     Material Contract                                      6     43K 
35: EX-10.30    Material Contract                                      6     35K 
36: EX-10.31    Material Contract                                      6     31K 
37: EX-10.32    Material Contract                                     11     57K 
38: EX-10.35    Material Contract                                     37    125K 
39: EX-10.36    Material Contract                                     18     52K 
 9: EX-10.4     Material Contract                                      7     36K 
10: EX-10.5     Material Contract                                      2±    14K 
11: EX-10.6     Material Contract                                      3     21K 
12: EX-10.7     Material Contract                                      4     20K 
13: EX-10.8     Material Contract                                      1     12K 
14: EX-10.9     Material Contract                                      1     14K 
40: EX-21.1     Subsidiaries of the Registrant                         1     10K 
41: EX-23.1     Consent of Experts or Counsel                          1     11K 
42: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     14K 

EX-10.13   —   Material Contract

EX-10.13
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                                                                   EXHIBIT 10.13

Form of Promissory Note signed by the Company in favor of all participants in a 
private financing between February 4, 1997 and April 30, 1997: This form of note
was signed by the Company in favor of all participants in a private financing   
between February 4, 1997 and April 30, 1997, including one note in favor of     
Stanley Berger, an affiliate of the Company, who invested in the amount of      
$25,000.                                                                        

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EX-10.13
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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  
(THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE         
SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE         
TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS         
EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE COMPANY HAS RECEIVED AN OPINION  
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT 
REQUIRED.                                                                       

 HIPPO, INC.

 NON-TRANSFERABLE 12.5% NOTE

$100,000                                                     ___________, 1997  
                                                             Boca Raton, Florida

For value received, Hippo, Inc., a Delaware corporation (the  
"Company"), with its principal office at 4400 North Federal Highway, Suite 410, 
Boca Raton, Florida 33431, promises to pay to the order of _______________ at   
____________________________________________________ (the "Payee"), on the      
earlier of (i) September 30, 1997 or (ii) five business days following the date 
on which the Company completes an offering of its securities resulting in gross 
proceeds to the Company of at least $7,500,000 (the "Maturity Date"), the       
principal amount of One Hundred Thousand Dollars ($100,000) together with       
interest from the date hereof on the unpaid balance from time to time           
outstanding at the rate of 12.5 percent per annum.                              

      This Note is issued pursuant to a Subscription Agreement between the
Company and the Payee (the "Subscription Agreement"), a copy of which           
Subscription Agreement is available for inspection at the Company's principal   
office. This Note is one of several 12.5% Notes issued by the Company in        
connection with a private placement financing described in the Subscription     
Agreement, which 12.5% Notes are hereinafter referred to as the "Notes".        

       This Note may be prepaid in whole or in part at any time prior to the
Maturity Date at the option of the Company without premium, penalty or other    
fees.                                                                           

     If any of the following events of default (collectively, "Events of
Default") shall occur:                                                          

       (a) Payment of any principal or interest due under the Note shall not
be made on or before the Maturity Date;                                         

         (b) The Company shall (1) voluntarily terminate operations or apply for
or consent to the appointment of, or the taking of possession by, a receiver,   
custodian, trustee or liquidator of the Company or of all or a substantial part 
of the assets of the Company, (2) admit in writing its inability,               

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EX-10.13
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or be generally unable, to pay its debts as the debts become due, (3) make a    
general assignment for the benefit of its creditors, (4) commence a voluntary   
case under the Federal Bankruptcy Code (as now or hereafter in effect), (5) file
a petition seeking to take advantage of any other law relating to bankruptcy,   
insolvency, reorganization, winding-up, or composition or adjustment of debts,  
(6) fail to controvert in a timely and appropriate manner, or acquiesce in      
writing to, any petition filed against it in an involuntary case under the      
Federal Bankruptcy Code or applicable state bankruptcy laws or (7) take any     
corporate action for the purpose of effecting any of the foregoing;             

         (c) Without its application, approval or consent, a proceeding shall be
commenced, in any court of competent jurisdiction, seeking in respect of the    
Company: the liquidation, reorganization, dissolution, winding-up, or           
composition or readjustment of debt, the appointment of a trustee, receiver,    
liquidator or the like of the Company or of all or any substantial part of the  
assets of the Company, or other like relief in respect of the Company under any 
law relating to bankruptcy, insolvency, reorganization, winding-up, or          
composition or adjustment of debts; and, if the proceeding is being contested in
good faith by the Company, the same shall continue undismissed, or unstayed and 
in effect for any period of 90 consecutive days, or an order for relief against 
the Company shall be entered in any case under the Federal Bankruptcy Code or   
applicable state bankruptcy laws;                                               

then, and in any such event and at any time thereafter while such Event of      
Default is continuing, the Payee by written notice to the Company and all other 
holders of Notes (the "Default Notice") may declare the entire unpaid principal 
amount of this Note, together with accrued and unpaid interest thereon, to be   
due and payable no later than ten days after receipt of such Default Notice by  
the Company; provided, however, that notwithstanding the above, if there shall  
occur an Event of Default under clause (b) or (c) above, then this Note shall   
become immediately due and payable without the necessity of any action by the   
Payee or notice to the Company. The foregoing notwithstanding, the holders of   
Notes having an aggregate principal amount greater than 50 percent of the       
aggregate principal amount of all Notes may waive any Event of Default no later 
than ten days after any Default Notice, if any, has been received by the Company
with respect thereto or extend the Maturity Date.                               

         No delay or omission by the Payee in exercising or enforcing any of the
Payee's powers, rights, privileges, remedies or discretions hereunder shall     
operate as a waiver thereof on that occasion nor on any other occasion.         

  Except as specifically provided above, the Company hereby waives
presentment, demand, notice, protest and all other demands and notices in       
connection with the delivery, acceptance, performance, default or enforcement   
hereof and also waives any delay on the part of the Payee.                      

This Note shall be binding upon the Company and upon its legal
representatives, successors and representatives, and shall inure to the benefit 
of the Payee and its legal representatives, heirs, successors, endorsees and    
assigns.                                                                        

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD              

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TO ITS PRINCIPLES OF CONFLICTS OF LAWS AND SHALL TAKE EFFECT AS A SEALED        
INSTRUMENT.                                                                     

       IN WITNESS WHEREOF, the Company has executed this Note as of the date
first above written.                                                            

WITNESS:                                      HIPPO, INC.                       

Signed in my Presence:                                                          

__________________________________            By:_______________________________

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Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
Filed on:		7/7/98							None on these Dates
		9/30/97		2
		4/30/97		1
		2/4/97		1
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