Nemazee Hassan & Houston Venture Inc, et al. – ‘SC 13D/A’ on 2/4/00 re: Encorium Group Inc – EX-99.1

On:  Friday, 2/4/00   ·   Accession #:  950123-0-767   ·   File #:  5-54209

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Covalent Group, Inc.                                   9     28K 
 2: EX-99.1     Promissory Note                                        2     10K 
 3: EX-99.2     Promissory Note                                        2     10K 
 4: EX-99.3     Stockholders' Agreement                               10     36K 

EX-99.1   —   Promissory Note

EX-99.1
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 SECURED PROMISSORY NOTE

$1,125,00                                                      January 20, 2000 

           FOR VALUE RECEIVED, the undersigned hereby unconditionally promises
to pay to the order of Hassan Nemazee, an individual ("Note Holder"), at the    
address set forth on the signature page hereof, or at such other place as the   
holder hereof may designate in writing, in lawful money of the United States of 
America and in immediately available funds, (except as provided below with      
respect to delivery of the Shares (as defined below)) the principal sum of one  
million one hundred twenty-five thousand ($1,125,000) dollars together with     
interest accrued from the date hereof on the unpaid principal at the rate of    
5.88% per annum, or the maximum rte permissible by law (which under the laws of 
the State of California shall be deemed to be the laws relating to permissible  
rates of interest on commercial loans) whichever is less, as follows:           

                PRINCIPAL AND INTEREST REPAYMENT. Subject to the
        immediately following sentence, the outstanding principal amount
           hereunder plus all accrued unpaid interest shall be due and payable
      in full on the earlier of (i) January 21, 2000 or (ii) one (1)
          business day following the date of the exercise of the option (the
           "Option") to purchase all of the shares of Common Stock of Covalent
        Group, Inc. subject to exercise under the Opinion Agreement (the
         "Option Shares") by and between the undersigned and Bruce LaMont,
           attached hereto as Exhibit A (the "Option Agreement"). In the event
            that the Option Shares are purchased under the Option Agreement, the
      undersigned shall repay, and the holder hereof shall accept as
       payment in full of the principal amount of, and all accrued and
         unpaid interest on this Note by delivery of five hundred thousand
     (500,000) shares of Common Stock of Covalent Group, Inc. (the
"Shares").                                              

        If the undersigned fails to pay any of the principal and accrued
interest or deliver the Shares when due, the Note Holder, at his sole option,   
shall have the right to accelerate this Note, in which event the entire         
principal balance and all accrued interest shall become immediately due and     
payable, and immediately collectible by the Note Holder pursuant to applicable  
law.                                                                            

            This Note may be prepaid at any time without penalty. All money paid
toward the satisfaction of this Note shall be applied first to the payment of   
interest as required hereunder and then to the retirement of the principal.     

            The undersigned agrees that the proceeds received by the undersigned
under this Note shall be retained in an escrow account held at Cooley Godward   
LLP, the undersigned's attorneys, and the undersigned shall not receive any of  
the proceeds of this Note unless and until the Option under the Option Agreement
is exercised in full. The full amount of this Note is                           

1.

EX-99.1
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secured by a pledge of five hundred thousand (500,000) shares of Common Stock of
Covalent Group, Inc. held by the undersigned.                                   

         The undersigned hereby represents and agrees that the amounts due
under this Note are not consumer debt, and are not incurred primarily for       
personal, family or household purposes, but are for business and commercial     
purposes only.                                                                  

        The undersigned hereby waives presentment, protest and notice of
protest, demand for payment, notice of dishonor and all other notices or demands
in connection with the delivery, acceptance, performance, default or endorsement
of this Note.                                                                   

           The holder hereof shall be entitled to recover, and the undersigned
agrees to pay when incurred, all costs and expenses of collection of this Note, 
including without limitation, reasonable attorneys' fees.                       

   This Note shall be governed by, and construed, enforced and
interpreted in accordance with, the laws of the State of California, excluding  
conflict of laws principles that would cause the application of laws of any     
other jurisdiction.                                                             

                                                  COVALENT PARTNERS, LLC

                               By:
                                                        ----------------------
                                                     Name: Dr. Richard Propper
                                                           -------------------
                                                    Title:   Managing Member
                                                           -------------------
Acknowledged and Agreed:                                                        

-------------------------                                                       
Hassan Nemazee                                                                  

Address:                                                                        
-----------------                                               

-----------------                                               

-----------------                                               

-----------------                                               

2.

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/4/00							None on these Dates
		1/21/00		1
		1/20/00		1
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