$400,000.00 Dated September 22, 1997
Principal Amount State of Arizona
This Promissory Note is hereby entered into on the 22nd day of September, 1997
by and between Auto Network USA, Inc., an Arizona corporation having its office
at 8135 E. Butherus, Suite 3, Scottsdale, Arizona85260 AND Jeff Erskine, an
individual residing at 26031 N. Palomino Trail, Scottsdale, Arizona85255, both
personally and for and on behalf of Auto Network USA, Inc., AND Mike Stuart, an
individual residing at 9118 E. Topeka Dr., Scottsdale, Arizona85255, AND John
Carrante, an individual, residing at 9634 N. 120th Street, Scottsdale, Arizona85259, hereinafter referred to as the BORROWERS, AND,
Evelyn Felice, whose address is 5404 E. New River Road, Cave Creek, AZ 8533
1, hereinafter referred to as the LENDER.
Borrowers hereby jointly and severally promise to pay to the order of
Evelyn Felice the sum of four hundred thousand dollars ($400,000.00), together
with interest thereon at the rate of twelve percent (12%) per annum on the
unpaid balance. Said sum shall be paid as follows:
Interest payments of four thousand hundred dollars ($4,000.00) payable in
arrears on the 22nd day of each month beginning October 22, 1997; and,
The principal amount of $400,000.00 shall be payable on September 22, 1999
unless such termination of this Note shall occur in which case all principal
amount shall become immediately due and payable.
This note may be prepaid, in full, at any time, without penalty. The
proceeds from this Note shall at all times be solely used to acquire motor
vehicles for resale and their titles shall also serve as security and as
collateral against the eventual repayment of this Note. Lender shall have the
right to verify and confirm this collateral at any time and violation of this
security shall be cause for the immediate termination of this Note.
In the event this Note shall be in default, and placed with an attorney for
collection, then the undersigned agree to pay all reasonable attorney fees and
costs of collection. All payments hereunder shall be made to such address as
shown above or as may from time to time be designated by Pinnacle. Default
interest shall be at eighteen percent (18%) per annum.
The undersigned and all other parties to this Note, whether as endorsers,
guarantors or sureties, agree to remain fully bound hereunder until this note
shall be fully
PROMISSORY NOTE PAGE 2
paid and waive demand, presentment and protest and all notices thereto and
further agree to remain bound, notwithstanding any extension, renewal,
modification, waiver, or other indulgence by any holder or upon the discharge or
release of any obligor hereunder or to this note, or upon the exchange,
substitution, or release of any collateral granted as security for this note. No
modification or indulgence by any holder hereof shall be binding unless in
writing; and any indulgence on any one occasion shall not be an indulgence for
any other or future occasion. Any modification or change of terms, hereunder
granted by any holder hereof, shall be valid and binding upon each of the
undersigned, notwithstanding the acknowledgment of any of the undersigned, and
each of the undersigned does hereby irrevocably grant to each of the others a
power of attorney to enter into any such modification on their behalf. The
rights of any holder hereof shall be cumulative and not necessarily successive.
This note shall take effect as a sealed instrument and shall be construed,
governed and enforced in accordance with the laws of the State first appearing
at the head of this note. The undersigned hereby execute this note as principals
and not as sureties.
/S/ VICTOR FELICE /S/ JEFF ERSKINE
Witness Auto Network USA, Inc.
Jeff Erskine, President
INDIVIDUAL BORROWERS AND GUARANTORS
We the undersigned jointly and severally guaranty the prompt and punctual
payment of all moneys due under the aforesaid note and agree to remain
bound until fully paid.
/S/ VICTOR FELICE /S/ JEFF ERSKINE
Witness Jeff Erskine,
/S/ CHANDRA KASKAS /S/ MIKE STUART
Witness Mike Stuart,
/S/ JOHN CARRANTE
Witness John Carrante,
Dates Referenced Herein and Documents Incorporated By Reference