Exhibit 4.3
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REVOLVING PROMISSORY
NOTE
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FOR LOANS AND UNPAID
SALARIES
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Maximum Principal Advance
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San Diego,
California
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$___________U.S.
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August 26, 2005
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IN CONSIDERATION of amounts advanced, including unpaid business
related and approved expenses and unpaid salaries and benefits
hereunder, VIPER NETWORKS, INC., a Nevada corporation
(“Borrower”) promises to pay to the order of
________________ (“Lender”), in lawful money of the
United States, all principal, together with accrued interest and
all other charges, owed under the terms of this Note as hereinafter
set forth. In the sole and complete discretion of Lender, amounts
may be readvanced hereunder provided that such amounts do not
exceed the maximum principal, as shown below.
The maximum principal advance to Borrower shall be ________________
dollars ($___________), or such lesser amount as determined by the
parties hereto and Lender shall have no obligation to make any
advance in excess of that amount. In the event the unpaid balance
of this Note ever is greater than the maximum principal advance,
Borrower agrees to repay immediately the excess upon Lender’s
demand.
Prior to maturity, interest shall accrue on the unpaid balance of
the Note at a fluctuating rate equal to the Reference Rate of
interest per annum announced by the U.S. Government for 30 day
Treasury notes in effect from time to time. The rate at which
interest accrues shall be adjusted simultaneously, at each
announced change of the Reference Rate. The interest rate shall be
computed on the basis of the actual number of days elapsed over a
year of 360 days, and compounded annually. Such interest, however,
shall not exceed the maximum interest rate permitted under
California law.
After maturity, whether by acceleration, event of default, demand
or otherwise, interest shall accrue on the unpaid balance of the
Note at a fixed rate of twelve percent (12%) per annum. The
interest rate shall be computed on the basis of the actual number
of days elapsed over a year of 360 days, and compounded
annually.
If any interest in excess of the maximum provided for by law is
called for, or shall be adjudicated to be so, the provisions of
this paragraph shall govern, and neither the Borrower nor any of
Borrower’s successors or assigns shall be obligated to pay
the amount of such interest to the extent that it is in excess of
the amount permitted by law, and any such amount so paid, at the
option of the Lender, shall be either applied against the principal
balance of the Note or rebated to Borrower within thirty (30) days
after such determination.
The total outstanding principal balance and accrued and unpaid
interest, together with all other amounts due thereon shall be due
and payable in full no later than December 31, 2006.
