Exhibit
10.50


 





HY-TECH
TECHNOLOGY GROUP, INC.


(A
Delaware Corporation)


 


8%
CONVERTIBLE NOTE


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT
AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


 


	$50,000	Date: February 13, 2003




 


FOR
VALUE RECEIVED, Hy-Tech Technology Group, Inc., a Delaware corporation (“Borrower”), hereby unconditionally
promises to pay as set forth herein to the order of Azriel Nagar {“Lender”), in lawful money of and within the
United States of America and in immediately available funds, the principal sum of $50,000 (the “Principal Amount”), together
with accrued and unpaid interest thereon, in the manner set forth herein. Borrower further agrees to pay interest on the
Priμcipal Amount at the rate per annu of4S% (tho “Stated Interest Rate”) on the outstanding Principal
Amount. Interest shall be calculated from and including the date of this Note until such Principal Amount has been repaid in full or
until the Note has been converted. Interest shall be paid annually and shall be calculated on the basis of a 365-day or
366-day year, as the case may be, for the actual number of days elapsed.


 


1.
Principal Repayment. The outstanding Principal Amount and interest shall be payable on the 120th day from closing
(“Repayment Date”), unless otherwise converted in accordance with Section 2 below.


 


2.
Conversion. Seven days prior to the Repayment Date, the Lender shall notify Borrower of its intent to: (i) convert the entire
amount of principal and interest due pursuant to this Note into shares of the Borrower’s common stock at a price of $1.00 per
share, or (ii) be repaid the principal and interest in accordance with Section 1 above. However, if the Borrower’s common
stock has an average closing price for the 30 days prior to the Repayment Date ofa minimum of$3.32 (200% of the closing sale price
of the Company’s common stock on the date of this Note), all of the principal and interest owed to Lender shall automatically
convert into shares of the Borrower’s common stock at $1.00 per share on the Repayment Date and Lender shall have no right to
be repaid its principal and interest other than in accordance with (i) above.


 


3.
Place of Payment; Application of Payments. All amounts payable hereunder shall be payable to Lender in United Stales dollars to
such bank account as shall he designated by Lender in immediately available funds or as otherwise specified to Borrower in writing,
except if converted as per Section 2 above. Payment on this Note shall be applied first to any expenses of collection, then to
accrued interest, and thereafter to the outstanding principal balance hereof.


 


 4. Default. The following events shall each be an “Event of Default” under this Note:




 


 A. bankruptcy or insolvency of Borrower;




 


B.
Borrower’s failure to pay any of the Principal Amount due under this Note on the date the same becomes due and payable, or any
accrued interest or other amounts due under this Note after the same becomes due and payable; and


 




    	 



     


    

 





C.
breach of any material covenant or agreement contained in this Note and such breach remains uncured for a period of 15 days after
written notice thereof is received by Borrower from Lender.


 


Upon
the occurrence of an Event of Default, the unpaid Principal Amount, all unpaid accrued interest thereon and all other amounts owing
hereunder may, at the option of Lender, become immediately due and payable to Lender, provided, however, that upon the
occurrence of an Event of Default described in this Section 4, all indebtedness of Borrower to Lender shall become immediately due
and payable without any action of Lender. Effective upon an Event of Default that is not cured for a period of30 days after
such Event of Default, the interest rate on this Note shall increase to 7% per annum in excess of the Stated Interest Rate.


 


5.
Covenants.


 


A. Use
of Proceeds. The Borrower shall use the net cash proceeds loaned to Borrower pursuant to this Note for working
capital.


 


B. Compliance
with Agreements. The Borrower shall perform and observe, or cause to be performed or observed, as the case may be, all of the
provisions in its certificate of incorporation, its bylaws, and the obligations pursuant to the terms, agreements and covenants of
this Note and all documents and agreements executed or delivered in connection with this Note. The Borrower expressly represents
that Borrower has the full power and authority to deliver the Note, that the Note has been duly authorized, executed and delivered
by the Borrower, and Borrower’s obligations under the Note are legal, valid, binding and enforceable, absolute and
unconditional.


 


C. Preservation
of Corporate Existence and Business. The Borrower shall use best efforts to preserve intact its present business org nization,
rights and privileges and irfeSf,flt gooqwill and, to the best of its ability, its relationships existing with other parties and
shall at all times cau e to be done all things necessary to maintain, preserve, and renew its corporate existence and shall observe
and conform with all valid requirements of all governmental authorities relating to the conduct of the business of the Borrower, the
failure of which would have a material adverse effect upon the Borrower’s business or financial condition. The Borrower shall
maintain and keep in force all material licenses, permits and agreements necessary to the conduct of its businesses.


 


D. Maintenance
of Properties. The Borrower shall maintain and keep its properties, real and personal, in good repair, working order, and
condition, and from time to time make all necessary or desirable repairs, renewals, and replacements, so that its business may be
properly and advantageously conducted at all times.


 


E. Taxes
and Other Obligations. The Bmrnwer shall pay and discharge all taxes, assessments, interest and installments on mortgages and
governmental charges against it or against any of its properties, upon the respective dates when due, except to the extent that such
taxes, assessments, interest, installments and governmental charges are contested in good faith and by appropriate
proceedings.


 


F. Compliance
with Obligations, Laws, Etc. The Borrower shall comply with all of the obligations which it has incurred or to which it becomes
subject pursuant to any contract or agreement, whether oral or written, express or implied, the breach of which might have a
material adverse effect upon its business or financial condition, unless and to the extent that the same are being contested in good
faith and by appropriate proceedings and adequate reserves have been set aside on its books with respect thereto. The Borrower shall
comply with all applicable laws, rules and regulations of all governmental authorities.


 


G. Trademarks,
Copyrights and Patents. The Borrower will not do any act, or omit to do any act, whereby Borrower’s Trademarks, Copyrights
or Patents, or any application appmtenant thereto, may become abandoned, invalidated, unenforceable, avoided, avoidable, or will
otherwise diminish in value, and shall notify Lender immediately if it knows of any reason or has reason to know of any ground under
which this result may occur. Borrower shall take appropriate action at its expense to halt the infringement of Borrower’s
Trademarks, Copyrights and Patents and shall properly exercise its duty to control the nature and quality of the goods offered by
any licensees in connection therewith.


 




    	 



     


    

 


6. Waiver. TO THE FULLEST EXTENT PERMITTED BYLAW, LENDER AND BORROWER AGREE THAT NEITHER OF THEM NOR ANY ASSIGNEE OR SUCCESSOR SHALL (i) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF, THIS NOTE, ANY RELATED INSTRUMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THEM, (ii) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED OR (iii) MAKE ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY LENDER AND BORROWER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER THE LENDER NOR THE BORROWER HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. BORROWER WAIVES PRESENTMENT AND WRITTEN DEMAND FOR PAYMENT, NOTICE OF DISHONOR, PROTEST AND NOTICE OF PROTEST OF THIS NOTE. THE RIGHT TO PLEAD ANY AND ALL STATUTE OF LIMITATIONS AS A DEFENSE TO ANY DEMANDS HEREUNDER IS HEREBY WAIVED TO THE FULLEST EXTENT PERMITTED BYLAW.





 


 7. Attorney’s Fees; Collection Costs. Ifthere has been an Event of Default by Borrower hereunder, Lender shall be entitled to receive and Borrower agrees to pay all costs of enforcement and collection incurred by Lender, including, without limitation, reasonable attorney’s fees relating thereto.




 


8.
Notices. Unless otherwise specified herein, all notices hereunder shall be in writing and shall be deemed to have been given
when delivered by hand, or on the third business day after properly deposited with the United States Postal Service, as certified
mail, return receipt requested, postage prepaid, or on the first business day after properly deposited with an overnight courier of
national standing, addressed to the address indicated below:


 


If
to the Borrower, at:


 


Hi-Tech
Technology Group, Inc.


1840 Boy Scout Drive


Fort
Myers, Florida 33907


Attention: President


 


If
to the Lender, at:


 


Azriel
Nagar


342 Irving Ave.


South
Orange, NJ 07079


 


or
at any other address specified by Borrower or Lender in writing.


 


9,
Expenses. The Borrower shall pay all expenses of the Lender in connection with the preparation of this Note or other documents
executed in connection therewith, including, without limitation, fees of outside legal counsel or the allocated costs of in-house
legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any fees or expenses associated
with any travel or other costs relating to any appraisals or examinations conducted in connection with the obligations hereunder,
provided that Borrower shall not have to pay any such expenses in excess of $1,000, and the amount of all such expenses shall, until
paid, bear interest at the rate applicable to principal hereunder. The Borrower shall also pay all expenses of the Lender in
connection with the waiver or amendment of this Note and the administration, default or collection of any amount due under this Note
or other obligations or administration, default, collection in connection with the Lender’s exercise, preservation or
enforcement of any of its rights, remedies or options hereunder, including, without limitation, fees of outside legal counsel or the
allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any
fees or expenses associated with any travel or other costs relating to any appraisals or examinations conducted in connection with
the obligations hereunder, and the amount of all such expenses shall, until paid, bear interest at the rate applicable to principal
hereunder.


 




    	 



     


    

 





10.
Set-Off. Regardless any means of obtaining repayment of the obligations hereunder, any deposits, balances or other sums credited
by or due from the Lender to the Borrower may, at any time and from time to time, without notice to the Borrower or compliance with
any other condition precedent now or hereafter imposed by statute, rnle of law, or otherwise (all of which are hereby expressly
waived) be set off, appropriated, and applied by the Lender against any and all obligations of the Bonower to the Lender or any of
its affiliates in such manner as the Lender in its sole discretion may determine, and the Borrower hereby grants to the Lender a
continuing security interest in such deposits, balances or other sums for the payment and performance of all such
obligations.


 


11.
No Waivers of Lender’s Rights. No failure or delay by the Lender in exercising any right, power or privilege hereunder or
under any other documents or agreements executed in connection herewith shall operate as a waiver thereof; nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies in this Note provided are cumulative and not exclusive of any rights or remedies otherwise provided by agreement
or law.


 


 12. Amend ments. Neither this Note nor any provision hereof may be amended, waived, discharged or terminated except by a written instrument signed by the Lender and, in the case of ai,nendments, by the Bonower.




 


 13. Binding Effect of Note. This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns; provided that neither the Borrower nor the Lender may assign or transfer its rights or obligations hereunder.




 


 14. Partial Invalidity. The invalidity or unenforceability of any one or more phrases, clauses or sections of this Note shall not affect the validity or enforceability of the remaining portions of it.




 


15.
Captions. The captions and hyadings of the various sections and pb ctions ,of this Note are provided for convenience only and
shall not be constrned to modify the meaning of such ‘sections or subsections.


 


 16. Entire Agreement. This Note and the documents and any agreements executed in connection herewith constitute the final agreement of the parties hereto and supersede any prior agreement or understanding, written or oral, with respect to the matters contained herein and therein.




 






    	 



     


    

 


THIS
NOTE HAS BEEN EXECUTED AND DELIVERED IN THE CITY OF NEW YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA. THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCLUDING CONFLICT OF LAWS PRINCIPLES THAT WOULD
CAUSE THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION.


 





		HY-TECH TECHNOLOGY GROUP, INC.
	 	 
	 	By:	             
	 	Name:	 
	 	Title: