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Document Preview Callable Secured Convertible Note |
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Title: |
Callable Secured Convertible Note |
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Date: |
2005 |
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$44 |
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ID: |
#1289791 |
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID
ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY
FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR
REGULATION S UNDER SAID ACT.
CALLABLE SECURED CONVERTIBLE NOTE
Del Mar, California
July 13, 2004 $24,000
FOR VALUE RECEIVED, PACIFICAP ENTERTAINMENT HOLDINGS, INC., a Nevada
corporation (hereinafter called the "Borrower"), hereby promises to pay to the
order of NEW MILLENNIUM CAPITAL PARTNERS II, LLC or registered assigns (the
"Holder") the sum of Twenty-Four Thousand Dollars ($24,000), on July 13, 2006
(the "Maturity Date"), and to pay interest on the unpaid principal balance
hereof at the rate of ten percent (10%) per annum from July 13, 2004 (the "Issue
Date") until the same becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise. Any amount of principal or interest
on this Note which is not paid when due shall bear interest at the rate of
fifteen percent (15%) per annum from the due date thereof until the same is paid
("Default Interest"). Interest shall commence accruing on the issue date, shall
be computed on the basis of a 365-day year and the actual number of days elapsed
and shall be payable, quarterly on March 31, June 30, September 30 and December
31 of each year beginning on September 30, 2004. All payments due hereunder (to
the extent not converted into common stock, $.001 par value per share, of the
Borrower (the "Common Stock") in accordance with the terms hereof) shall be made
in lawful money of the United States of America, provided that the first two (2)
year's interest payment shall be payable on the date hereof. All payments shall
be made at such address as the Holder shall hereafter give to the Borrower by
written notice made in accordance with the provisions of this Note. Whenever any
amount expressed to be due by the terms of this Note is due on any day which is
not a business day, the same shall instead be due on the next succeeding day
which is a business day and, in the case of any interest payment date which is
not the date on which this Note is paid in full, the extension of the due date
thereof shall not be taken into account for purposes of determining the amount
of interest due on such date. As used in this Note, the term "business day"
1
<PAGE>
shall mean any day other than a Saturday, Sunday or a day on which commercial
banks in the city of New York, New York are authorized or required by law or
executive order to remain closed. Each capitalized term used herein, and not
otherwise defined, shall have the meaning ascribed thereto in that certain
Securities Purchase Agreement, dated June 8, 2004, pursuant to which this Note
was originally issued (the "Purchase Agreement").
This Note is free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights or
other similar rights of stockholders of the Borrower and will not impose
personal liability upon the holder thereof. The obligations of the Borrower
under this Note shall be secured by that certain Security Agreement by and
between the Borrower and the Holder of even date herewith.
The following terms shall apply to this Note:
Article I. CONVERSION RIGHTS
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