Exhibit
10.14


 


THIS CONVERTIBLE
PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS
CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION.  THIS
CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A
REGISTRATION STATEMENT AND LISTING APPLICATION IN EFFECT WITH RESPECT TO THIS
CONVERTIBLE PROMISSORY NOTE OR SUCH OTHER SECURITIES UNDER THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION AND LISTING NOT REQUIRED PURSUANT TO A VALID
EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAW
OF ANY STATE OR OTHER JURISDICTION.


 


CONVERTIBLE PROMISSORY NOTE


 


	
  US $6,000,000

  	
  As of March 18, 2003

  



 


 


FOR VALUE RECEIVED, E-centives, Inc., a Delaware
corporation (the “Company”), having an address of 6901 Rockledge Drive, 6th
Floor, Bethseda, Maryland 20817, hereby promises to pay to the order of Friedli
Corporate Finance, Inc. and/or InVenture Inc. (the “Holder”), at the
offices of Holder at c/o Friedli Corporate Finance AG, Friegutstrasse 5,
Zurich, Switzerland 8002, or such other place as may be designated by Holder to
the Company in writing, as directed by Friedli Corporate Finance, the aggregate
principal amount of up to  Six
Million Dollars  ($6,000,0000),
together with interest on the unpaid principal amount hereof, upon the terms
and conditions hereinafter set forth.


 


1.             Draw
Down.  The Company may, in its sole
discretion, draw upon up to  Six
Million Dollars  ($6,000,0000),
which shall be made available by the Holder for a period of 24 months, for use
as operating capital and for general corporate purposes (the drawn down portion
referred herein as “Principal”).  The
terms and conditions set forth herein shall only apply to the Principal.


 


2.             Payment Terms.  The Company promises to pay to Holder the
balance of Principal, together with accrued and unpaid interest, on March 18, 2006, unless this Note is earlier prepaid as herein
provided or earlier converted into Common Stock (as hereinafter defined) of the
Company pursuant to Section 3 hereof.  All payments hereunder shall be made in lawful money of the
United States of America.  Payment shall
be credited first to the accrued interest then due and payable and the remainder
to Principal.


 


3.             Interest.  Interest on the outstanding portion of
Principal of this Note shall accrue at a rate of eight percent (8%) per
annum.  All computations of interest
shall be made on the basis of a 365-day year for actual days elapsed.  Such interest shall be paid in arrears on
the last business day of each successive one year anniversary of the date of
this Note.


 


4.             Conversion of this Note.


 


(a)           Automatic Conversion.  This Note shall automatically be converted
into shares of the Company’s common stock (“Common Stock”) at the Note
Conversion Rate (hereinafter defined) as hereinafter provided on the date when
the average trading price on the SWX New Market of the SWX Swiss Exchange of
the Common Stock for 30 consecutive trading days has been equal to or greater
than


 


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CHF 2.75 (“Conversion Date”). The conversion price will be 2 CHF, (as
converted to U. S. dollars pursuant to a then recent exchange rate, as
calculated by the Company)  (“Note
Conversion Rate”).


 


(b)           Note Conversion Rate;
Conversion Price.  The number of
shares of Common Stock to which Holder shall be entitled upon such conversion
specified in Section 3(a) above shall be equal to the product of: the
Principal amount outstanding under this Note on the Conversion Date, divided
by the average trading price on the SWX New Market of the SWX Swiss
Exchange of the Common Stock for the 5 previous trading days, but in no event
higher than CHF 2, (as converted to U. S. dollars pursuant to a then recent
exchange rate, as calculated by the Company) 
(“Note Conversion Rate”).  The
conversion price payable by Holder upon any such conversion hereunder shall be
zero (0).


 


(c)           Mechanics of Automatic
Conversion.  Upon the occurrence of
the event specified in Section 3(a) above, this Note shall be converted
into Common Stock automatically without any further action by Holder; provided,
however, that the Company shall not be obligated to issue a certificate or
certificates evidencing the shares of Common Stock issuable upon such
conversion of this Note (“Conversion Shares”) unless the original of this Note
is delivered to the Company, or Holder notifies the Company in writing that
such original of this Note has been lost, stolen or destroyed, and Holder
executes an agreement satisfactory to the Company to, among other things,
indemnify the Company from any loss incurred by the Company in connection with
such original of this Note.  Upon
surrender by Holder to the Company of the original of this Note at the office of
the Company, there shall be issued and delivered to Holder promptly at such
office and in Holder’s name as shown on the original of this Note, a
certificate or certificates for the applicable number of Conversion Shares on
the date on which such automatic conversion is deemed to have occurred.


 


(d)           Conversion Calculations: No
Fractional Shares. Conversion calculations pursuant to this Section 3
shall be rounded to the nearest whole share of Common Stock, and no fractional
shares shall be issuable by the Company upon conversion of this Note. Conversion
of this Note shall be deemed payment in full of this Note and this Note shall
thereupon be cancelled.


 


5.             Subordination.  The indebtedness evidenced hereby is
subordinate in right of payment to all existing and future bank indebtedness,
including lease and equipment finance obligations.  The indebtedness represented hereby is senior in right of payment
to all classes and series of the Company’s capital stock.  The indebtedness represented hereby is pari
passu with any and all convertible debt securities issued by the Company.


 


6.             Redemption.  This Note may be redeemed by the Company by
payment of the entire Principal and interest outstanding under this Note, plus
the applicable Final Payment Amount (hereinafter defined), in cash to
Holder.  The Company must provide notice
to Holder not less than thirty (30) days prior to effecting such
redemption.  During the period from
providing of such notice to Holder and the Company effecting the redemption,
the Company may cancel such redemption by providing notice of such cancellation
to Holder.


 


(a)           “Final Payment Amount” means
an amount equal to: (i) during the first full year of this Note, 10% of the
unpaid Principal amount under this Note, (ii) during the second full year of
this Note, 20% of the unpaid Principal amount under this Note or (iii) from and
after the first business day of the third full year of this Note, 30% of the
unpaid Principal amount under this Note.


 


7.             Representations and
Warranties of the Company. The Company represents and warrants to Holder as
follows:


 


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(a)           The execution and delivery by
the Company of this Note (i) are within the Company’s corporate power and
authority, and (ii) have been duly authorized by all necessary corporate action.


 


(b)           This Note is a legally binding
obligation of the Company, enforceable against the Company in accordance with
the terms hereof, except to the extent that (i) such enforceability is limited
by bankruptcy, insolvency, reorganization, moratorium or other laws relating to
or affecting generally the enforcement of creditors’ rights and (ii) the
availability of the remedy of specific performance or in injunctive or other
equitable relief is subject to the discretion of the court before which any
proceeding therefore may be brought.


 


8.             Representations,
Warranties and Covenants of Holder. Holder represents and warrants to the
Company, and agrees, as follows:


 


(a)           This Note and any Conversion
Shares issuable upon conversion of this Note are being acquired by Holder for
its own account for investment and not with a view to, or for sale in
connection with, any distribution thereof.


 


(b)           Holder is an “accredited
investor” within the meaning of Rule 501 under the Securities Act.


 


(c)           Holder has sufficient knowledge
and experience in financial and business matters and is capable of evaluating
the risks and merits of Holder’s investment in the Company; Holder believes
that Holder has received or had access to all information Holder considers
necessary or appropriate to make an informed investment decision with respect
to this Note; and Holder is able financially to bear the risk of losing
Holder’s full investment in this Note.


 


(d)           Holder understands that this
Note and any Conversion Shares have not been registered under the Securities
Act or registered or qualified under any the securities laws of any state or
other jurisdiction, are “restricted securities,” and cannot be resold or
otherwise transferred unless they are registered under the Securities Act, and
registered or qualified under any other applicable securities laws, or an
exemption from such registration and qualification is available. Prior to any
proposed transfer of this Note or any Conversion Shares, Holder shall, among
other things, give written notice to the Company of its intention to effect
such transfer, identifying the transferee and describing the manner of the
proposed transfer and, if requested by the Company, accompanied by (i)
investment representations by the transferee similar to those made by Holder in
this Section 7 and (ii) an opinion of counsel satisfactory to the
Company to the effect that the proposed transfer may be effected without
registration under the Securities Act and without registration or qualification
under applicable state or other securities laws. Each certificate for any
Conversion Shares shall bear a legend to the foregoing effect.


 


9.             Use of Proceeds.  The proceeds received by the Company from
the sale of this Note shall be used by the Company for working capital or other
general corporate purposes.


 


10.           No Waiver in Certain
Circumstances.  No course of dealing
of Holder nor any failure or delay by Holder to exercise any right, power or
privilege under this Note shall operate as a waiver hereunder and any single or
partial exercise of any such right, power or privilege shall not preclude any
later exercise thereof or any exercise of any other right, power or privilege
hereunder.


 


11.           Certain Waivers by the
Company.  Except as expressly
provided otherwise in this Note, the Company and every endorser or guarantor,
if any, of this Note waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, and assent to any extension or
postponement of the time of payment or any


 


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other indulgence, to any
substitution, exchange or release of collateral available to Holder, if any,
and to the addition or release of any other party or person primarily or
secondarily liable.


 


12.           No Unlawful Interest.  Notwithstanding anything herein to the
contrary, payment of any interest or other amount hereunder shall not be
required if such payment would be unlawful. In any such event, this Note shall
automatically be deemed amended so that interest charges and all other payments
required hereunder, individually and in the aggregate, shall be equal to but
not greater than the maximum permitted by law.


 


13.           Security Agreement.  The Company’s obligations under this Note
have been secured by a grant of a security interest to Holder in certain
collateral, as more particularly described in that certain Security Agreement
between the Company and Holder dated as of the date of this Note.


 


14.           Miscellaneous.  No modification, rescission, waiver,
forbearance, release or amendment of any provision of this Note shall be made,
except by a written agreement duly executed by the Company and Holder.  This Note may not be assigned by Holder
without the prior written consent of the Company.  The Company and Holder each hereby submits to personal
jurisdiction in the State of Maryland, consents to the jurisdiction of any
competent state or federal district court sitting in the City or County of
Montgomery County, Maryland, and waives any and all rights to raise lack of
personal jurisdiction as a defense in any action, suit or proceeding in
connection with this Note or any related matter.  This Note shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Maryland, without reference to
conflicts of law provisions of such state.


 


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IN WITNESS WHEREOF, the undersigned have caused this
Convertible Promissory Note to be executed and delivered by a duly authorized
officer as of the date first above written.


 


	
   

  	
  E-centives,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kamran
  Amjadi

  	
   

  
	
   

  	
  Name:  Kamran
  Amjadi

  
	
   

  	
  Title:  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Friedli Corporate Finance, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Peter Friedli

  	
   

  
	
  Name:  Peter Friedli

  	
   

  	
   

  
	
  Title:  Authorized Signatory

  	
   

  	
   

  
							



 


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