CONVERTIBLE PROMISSORY
NOTE
|
$1,000,000
|
Las Vegas,
Nevada
|
April 11,
2005
|
Crystalix Group International, Inc.,
a Nevada corporation (“ Borrower ”), promises to
pay to the order of Urban Casavant, as Trustee of the UAJC 2005
Irrevocable Trust (“ Lender ”), at 30
Princeville Lane, Las Vegas, Nevada 89113, One Million Dollars
($1,000,000), with interest on the unpaid principal
balance.
By acceptance of this Note, Lender
agrees to disburse the loan evidenced by this Note as provided in
the Funding Schedule attached as Exhibit A to this Note.
(a) Subject
to Section 6 below, interest on the unpaid principal balance
hereunder shall accrue at the rate of ten percent (10%) per annum
(the “ Interest Rate ”) from the date
hereof.
(b) The
Interest Rate shall be calculated on the basis of the unpaid
principal balance hereunder and the actual number of days elapsed
over a 365-day year. Notwithstanding anything contained in this
Note to the contrary, if collection from Borrower of interest at
the Interest Rate would be contrary to applicable laws, then the
Interest Rate in effect on any day shall be the highest interest
rate which may be collected from Borrower under applicable laws on
such day.
(a) Commencing
on July 1, 2005, and continuing on the first day of each month
thereafter, Borrower shall make a principal payment in the amount
of the Required Monthly Payment with all accrued unpaid interest on
the amounts outstanding under this Note. “ Required
Monthly Payment ” means the amount of principal advanced
by Lender to the date of each such payment, divided by twenty-two
(22).
(b) All
outstanding principal and accrued unpaid interest shall be due and
payable on May 1, 2007 (the “ Maturity Date ”),
as such date may be accelerated pursuant to Section 5.
|
3.
|
Amounts due hereunder shall be paid by Borrower
to Lender as follows:
|
(a) Except
as provided below in Section 3(b), all payments (including payment
and prepayments of principal of or other amounts in respect of the
Advances or fees or other amounts) required under this Note shall
be made by the Borrower to the Lender in lawful money of the United
States of America and in immediately available funds.
(b) From
time to time, Lender may require Borrower to make any payment of
the Convertible Portion (as defined below) of Borrower’s
obligations under this Note in shares of Common Stock of Borrower
(“Common Shares”) instead of lawful money of the United
States of America and thereby convert all or any part of such
Convertible Portion into that number of
45931.0004\YOKENS\LAS\82314.4
Common Shares, as is obtained by
dividing the dollar amount that Lender elects to convert by the
applicable Conversion Price (as defined below).
(c)
Subject to adjustment as provided in
this Section, the “ Conversion Price ” shall be
$0.05. The “ Convertible Portion ” means (w) any
payment of principal, interest, and any other amounts payable to
Lender hereunder when due, (x) any prepayment tendered by Borrower
under this Note, (y) all or any portion of the entire amount
of Borrower’s obligations under this Note, upon a sale of
fifty-one percent (51%) or more of the outstanding Common Stock of
Borrower or a sale of all or substantially all of Borrower’s
assets, or (z) if an Event of Default (as defined below) occurs, a
portion of Borrower’s obligations under this Note not
exceeding One Million Dollars ($1,000,000); provided,
however , that upon the occurrence of a second Event of Default
while the first Event of Default remains uncured, the entire amount
of principal, interest and any other amounts payable by Lender
hereunder shall be the Convertible Portion.
(d)
Within ten (10) days after delivery
to Borrower of a notice of conversion with respect to that portion
of the outstanding and unpaid principal or interest that Lender
wishes to convert, Borrower shall (i) denote in its corporate
records the ownership by Lender of the Common Shares so purchased,
and (ii) unless this Note has been fully repaid or converted in
full, issue to Lender a new Note, in identical form hereto and duly
executed by Borrower, representing the portion of the Debt that has
not been converted or repaid.
(e)
If Borrower shall (i) declare a
dividend or make a distribution payable in Common Shares, (ii)
subdivide or reclassify its outstanding Common Shares into a
greater number of Common Shares, or (iii) combine its outstanding
Common Shares into a smaller number of Common Shares, the
Conversion Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision,
combination, or reclassification shall be proportionately reduced
in the case of any increase in the number of Common Shares
outstanding, and increased in the case of any reduction in the
number of Common Shares outstanding, so that Lender shall be
entitled to receive the kind and amount of Common Shares which
Lender would have owned or have been entitled to receive had this
Note been converted into Common Shares immediately prior to such
time and had such Common Shares received su
