Exhibit 10.2
CONVERTIBLE PROMISSORY NOTE
---------------------------
US $250,000
SATURDAY, APRIL 24, 2004
Healthcare Business Services
Groups, Inc., a company incorporated under the laws
of Delaware (the "COMPANY"),
for value received, hereby acknowledges itself
indebted to, and promises to
pay to GOPUBLICTODAY.COM, INC. (the "HOLDER") the
principal amount of US
$250,000.00, as hereinafter set out in accordance with
the terms of this convertible
promissory note (the "NOTE").
1.
PAYMENT
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(a) Unless earlier converted as provided in the
GoPublicToday.com, Inc.
Advisory Agreement -
Section 2, the outstanding principal and accrued
interest of
this Note will be due
and payable in full by the Company
on the date which is twelve months from the date of
this Note (the
"DUE
DATE").
(b) $250,000 payment will be made 12 months following Closing
on terms
specified in this
agreement, with a required early pre-payment of all
principal and interest
upon Company securing at least an aggregate of
$3,000,000 in
funding from any
source prior to the expiration of the
12 month term.
(c) All payments shall be made in lawful money of the United
States at
such place as the Holder may from time to time designate in writing
to
the
Company.
(d) Upon payment in full in accordance with this Note of all of the
Obligations, this
Note shall be surrendered to the Company for
cancellation.
(e) The Company waives presentment,
protest, presentation of the Note and
any other condition precedent to payment to the Holder.
(f) The Company shall pay all amounts due free and clear
of and without
reduction or
deduction for or on account of any present or
future
taxes, levies,
charges, imports,
duties, assessments, withholding or
other governmental
obligations.
(g) The Notes may be pledged, sold, hypothecated, or assigned by
any
assignee of GPT without consent of Company. All payments shall be
made
by
wire transfer on the due date to accounts as
specified by GPT or
assignees of
the Notes.
2.
PREPAYMENT
----------
Amounts owing under this Note may be prepaid, in whole or in part,
without
notice, bonus or penalty.
3.
INTEREST
--------
The principal amount
outstanding from time to time hereunder shall bear
interest
at a rate of 4% per annum.
<PAGE>
-2-
4. EVENTS
OF DEFAULT
-------------------
The occurrence of any one or more of the following
events shall constitute an
event of default under this Note (each an "EVENT OF DEFAULT"):
(a) The failure of the Company to pay when due any
principal and accrued
interest on
this Note or otherwise
comply with any provision of this
Note;
(b) The Company makes a general assignment for the benefit of its
creditors or
a proposal or arrangement under any United States
bankruptcy laws
or similar legislation;
(c) The Company shall be declared or adjudicated a bankrupt or a
liquidator, trustee in bankruptcy, custodian, receiver, manager or
any
other officer
with similar powers is
appointed by or for the Company
or the Company's business or the Company consents to such
appointment;
or
(d) The Company shall propose a
compromise or arrangement, shall institute
proceedings to be adjudged bankrupt or insolvent, shall consent to
the
initiation of
such proceedings, or seeks formal
protection from its
creditors.
5. RIGHTS
AND REMEDIES
---------------------
At any time after an Event of Default has occurred, the
Holder may, at its
option: (a) declare the principal and accrued interest outstanding to be
immediately due and payable; (b) convert the Note
as provided for in Section 6
hereof; and/or (c) exercise any or all other rights
and remedies available to
the Holder under this Note or
applicable law. In addition, the Company shall pay
all reasonable costs and expenses, including
attorney fees and court costs, of
collecting the outstanding principal amount, interest, fees and
expenses due
under this Note and of exercising the
Holder's rights and remedies with respect
to all guarantees in favour of the Holder relating
to this Note and any other
reasonable costs and expenses
incurred by the Holder in enforcing and preserving
its rights hereunder regardless of whether an
Event of Default shall have been
declared.
Note Consideration
Company
shall execute one or more promissory
notes to GPT or its assigns,
in the aggregate amount of Two Hundred Fifty Thousand US Dollars
($250,000.00
US) (the "Notes"), bearing interest at the rate of Four
Percent
(4%) simple interest per annum. The Notes
shall be paid in full,
all principal and accrued interest, twelve (12) months from
the date of
Closing,
with a required early pre-payment of all
principal and interest
upon
Company securing at least an aggregate of
$3,000,000 in funding from
any source prior to the expiration of the 12 month term.
The Notes may be pledged, sold,
hypothecated, or assigned b
