Form of 6% Promissory Note of Venus Beauty Supply, Inc.


 

 

Exhibit 4.3

 

 

VENUS
BEAUTY SUPPLY, INC.




6%
PROMISSORY NOTE

DUE
NOVEMBER 15, 2005




 



	Principal:  	 
      $350,000	 
	 	 	 	 
	Original
      Issue Date:	 August 16, 2005 	 
	 	 	 	 
	Registered
      Holder:	  Panetta
      Partners, Ltd.	 
	 	                   (name)	 




   

 

Venus
Beauty Supply, Inc., a Florida corporation (the “Company”) with principal
offices at 31-51 Steinway Street, Long Island City, NY 11103, for value
received, hereby promises to pay the registered holder hereof (the “Holder”) the
principal sum set forth above on November 15, 2005 (the “Maturity Date”), in
such coin or currency of the United States of America as at the time of payment
shall be the legal tender for the payment of public and private debts, and to
pay interest, less any amounts required by law to be deducted or withheld,
computed on the basis of a 365-day year, on the unpaid principal balance hereof
from the date hereof (the “Original Issue Date”), at the rate of 6% per year,
until such principal sum shall have become due and payable. Interest shall be
paid, on Maturity, or if prepaid in accordance with Section 2 below, upon such
conversion or redemption. All references herein to dollar amounts refers to U.S.
dollars.




By
acceptance and purchase of this Note, the registered holder hereof agrees with
the Company that the Note shall be subject to the following terms and
conditions:




1.        
Transfer
or Exchange. Prior
to due presentation to the Company for transfer of this Note, the Company and
any agent of the Company may treat the person in whose name this Note is duly
registered on the Company’s Note Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes.




2.        
Prepayment.
 

 

2.1     
Optional
Prepayments. The
Company shall have the right, at its sole option and election, to prepay the
Note, in whole or in part, without penalty.

 

2.2.     
Mandatory
Prepayments. The
Company shall make mandatory prepayment of the outstanding principal balance at
the rate of 45% of all net proceeds received from the Company’s sale of
securities or borrowings following the Original Issue Date, within three
business days of the company’s receipt of such proceeds. 

 



3.        
Replacement
of Note Certificate. Upon
receipt of evidence satisfactory to the Company of the certificate loss, theft,
destruction or mutilation of the Note certificate and, in the case of any such
loss, theft or destruction, upon delivery of a bond of indemnity satisfactory to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of the Note

 







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certificate,
the Company will issue a new Note certificate, of like tenor, in lieu of such
lost, stolen, destroyed or mutilated Note certificate.




4.        
Covenants
of the Company. So long
as the Note remains outstanding, the Company shall:





	 	
      (a)
      
	
      Not
      pay any dividends in cash and/or property or other assets of the Company
      in respect of its Common Stock or otherwise; and









	 	
      (b)
      
	
      Not
      enter into any transaction with (i) any director, officer or 5%
      stockholder of the Company, (ii) any entity in which a director, officer
      or 5% stockholder has an interest as an officer, director, partner,
      beneficiary of a trust or is a 5% or more equity holder of such entity, or
      (iii) any parent, spouse, child or grandchild of an officer, director or
      5% stockholder of the Company upon terms no less favorable to the Company
      than those which could be obtained from an “arms-length”
      lender.




 

5.        
Default. If any
of the following events (herein called “Events of Default”) shall
occur:





	 	
      (a)
      
	
      if
      the Company shall default in the payment or prepayment of any part of the
      principal of the Note after the same shall become due and payable, whether
      at maturity or at a date fixed for prepayment or by acceleration or
      otherwise, and such default shall continue for more than five days;
      or




 


	 	
      (b)
      
	
      if
      the Company shall default in the payment of any installment of interest on
      the Note for more than five days after the same shall become due and
      payable; or




 


	 	
      (c)
      
	
      if
      the Company shall make an assignment for the benefit of creditors;
      or




 


	 	
      (d)
      
	
      if
      the Company shall dissolve; terminate its existence; become insolvent on a
      balance sheet basis; commence a voluntary case under the federal
      bankruptcy laws or under any other federal or state law relating to
      insolvency or debtor’s relief; permit the entry of a decree or order for
      relief against the Company in an involuntary case under the federal
      bankruptcy laws or under any other applicable federal or state law
      relating to insolvency or debtor’s relief; permit the appointment or
      consent to the appointment of a receiver, trustee, or custodian of the
      Company or of any of the Company’s property; make an assignment for the
      benefit of creditors; or








	 	
      (e)
      
	
      if
      the Company shall default in the performance of or compliance with any
      material agreement, condition or term contained in this Note or any of the
      other agreements between the Company and the Holder or an affiliate of the
      Holder and such default shall not have been cured within 30 days after
      such default; 




 







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then and
in any such event the Holder of this Note shall have the option (unless the
default shall have theretofore been cured) by written notice to the Company to
declare the Note to be due and payable, whereupon the Note shall forthwith
mature and become due and payable, at the applicable prepayment price on the
date of such notice, without presentment, demand, protest or further notice of
any kind, all of which are hereby expressly waived, anything contained in this
Note to the contrary notwithstanding. Upon the occurrence of an Event of
Default, the Company shall promptly notify the Holder of this Note in writing
setting out the nature of the default in reasonable detail.

 

6.        
Remedies
on Default.





6.1     
Acceleration
of Maturity. If any
Event of Default shall have occurred and be continuing, the Holder may, by
notice to the Company, declare the entire outstanding principal balance of the
Notes, premium, if any, and all accrued and unpaid interest thereon, to be due
and payable immediately, and upon any such declaration the entire outstanding
principal balance of the Notes, premium, if any, and said accrued and unpaid
interest shall become and be immediately due and payable, without presentment,
demand, protest or other notice whatsoever, all of which are hereby expressly
waived, anything in the Notes to the contrary notwithstanding. 




6.2     
Conduct
no Waiver, Collection Expenses. No
course of dealing on the part of any Holder, nor any delay or failure on the
part of any Holder to exercise any of its rights, shall operate as a waiver of
such right or otherwise prejudice such Holder’s rights, powers and remedies. If
the Company fails to pay, when due, the principal or the premium, if any, or the
interest on any Note, the Company will pay to each Holder, to the extent
permitted by law, on demand, all costs and expenses incurred by such Holder in
the collection of any amount due in respect of any Note hereunder, including
reasonable legal fees incurred by such Holder in enforcing its rights
hereunder.

 



7.        
Changes,
Waivers. etc. Neither
this Note nor any provisions hereof may be changed, waived, discharged or
terminated orally, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.




8.        
Entire
Agreement. This
Note embodies the entire agreement and understanding between the Holder and the
Company and supersedes all prior agreements and understandings relating to the
subject matter hereof.




9.        
Governing
Law, Jurisdiction, etc.






	 	
      (a)
	
      GOVERNING
      LAW.
      THIS AGREEMENT AND THE NOTES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
      STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
      STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION
      OTHER THAN SUCH STATE.













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      (b)
      
	
      Submission
      to Jurisdiction.
      Each of the parties hereto hereby irrevocably and unconditionally consents
      to submit to the exclusive jurisdiction of the courts of the State of New
      York and of the United States of America, in each case located in the
      County of New York, for any action, proceeding or investigation in any
      court or before any governmental authority (“Litigation”) arising out of
      or relating to the Note and the transactions contemplated thereby (and
      agrees not to commence any Litigation relating thereto except in such
      courts), and further agrees that service of any process, summons, notice
      or document by U.S. registered mail to its respective address set forth in
      the Letter Subscription Agreement shall be effective service of process
      for any Litigation brought against it in any such court. Each of the
      parties hereto hereby irrevocably and unconditionally waives any objection
      to the laying of venue of any Litigation arising out of the Note or the
      transactions contemplated hereby in the courts of the State of New York or
      the United State of America, in each case located in the County of New
      York, and hereby further irrevocably and unconditionally waives and agrees
      not to plead or claim in any such court that any such Litigation brought
      in any such court has been brought in an inconvenient
    forum.








	 	
      (c)
      
	
      Service
      of Process.
      Nothing herein shall affect the right of any holder of a Note to serve
      process in any other manner permitted by law or to commence legal
      proceedings or otherwise proceed against the Company in any other
      jurisdiction.








	 	
      (d)
	
      WAIVER
      OF JURY TRIAL.
      THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
      RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY
      ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY OF THE
    NOTES.








	 	
      (e)
	
      In
      the event of any dispute, question, controversy or claim arising among the
      parties hereto which shall arise out of or in connection with this Note,
      the parties shall keep the proceeding related to such controversy in
      strict confidence and shall not disclose the nature of said dispute, the
      status of the proceeding or any testimony, documents or information
      obtained or exchanged in the course of said proceeding without the express
      written consent of all parties to such
dispute.










[SIGNATURE
PAGE FOLLOWS]

 







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IN
WITNESS WHEREOF, the
parties hereto have caused this Note to be duly executed as of the date
below.

 


	 	 	 
	 	
      VENUS
      BEAUTY SUPPLY, INC.

	 
 	 
 	 
 
		By:  	/s/
      Sarah Boothe
	 	
      

    
	 	Sarah Boothe, President
	Date: August 16, 2005	 



 

 

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