Secured Promissory Note




SECURED
PROMISSORY NOTE

 

$89,520.32           January
1, 2005 

No
Interest          Aliso
Viejo, California




FOR VALUE
RECEIVED, the undersigned, WALDROP ENTERPRISES, INC., a California corporation
("Waldrop"), promises to pay to the order of NETWORD PUBLISHING, INC., a
California corporation ("Netword"), at c/o 444 South Flower St., 9th Floor, Los
Angeles, California 90071, Attn: Steve Bradford, or such other person or place
as Payee shall designate from time to time in writing, in lawful money of the
United States of America and in immediately available funds, the principal sum
of EIGHTY-NINE THOUSAND FIVE HUNDRED TWENTY AND 32/100 DOLLARS ($89,520.32),
plus any other amounts owing hereunder, on the terms and conditions specified in
this Secured Promissory Note (this "Note"). As long as an Event of Default shall
not have occurred, amounts owing under this Note shall not bear interest. As
used herein, "Maker" means Waldrop and "Payee" means Netword or any subsequent
holder hereof.

 

Principal
and interest hereunder shall be paid in nine (9) monthly installments commencing
on or before January 15, 2005 and continuing on or before the fifteenth (15th)
day of each month thereafter through September 15, 2005. Each of the first eight
(8) monthly installment payments shall be in the amount of Ten Thousand Dollars
($10,000.00), and the ninth (9th) and last monthly installment payment shall be
in the amount of all principal plus any interest and other payment obligations
then remaining outstanding. All payments (or prepayments) shall be applied in
the following order: (a) first, to any fees, costs and expenses; (b) then, to
any accrued and unpaid interest; and (c) then, to the unpaid principal amount.
Maker's obligations under this Note are made pursuant to that certain
Shareholders Agreement dated January 1, 2005 (the "Shareholders Agreement")
between Maker and The Phillip Lee Bonnell 2004 Trust dated July 31, 2004 (the
"Trust") and are secured by Maker's shares of stock in Payee pursuant to that
certain Stock Pledge Agreement between Maker and the Trust dated as of January
1, 2005 (the "Pledge Agreement"). 

 

The
following shall constitute events of default under this Note (individually, an
"Event of Default"): (a) Any failure to pay any principal, interest or other
amount when due under the terms of this Note (without setoff, adjustment,
counterclaim, withholding, reduction or defense of any kind), which failure
continues for three (3) business days after written notice of such failure has
been given to Maker; (b) any failure to pay any principal, interest or other
amount when due under the terms of the "Acquisition Agreement Note" (as
hereinbelow defined) (without setoff, adjustment, counterclaim, withholding,
reduction or defense of any kind), which failure continues for three (3)
business days after written notice of such failure has been given to Maker; (c)
any failure to pay any royalties, consulting compensation or other amounts when
due under that certain License Agreement between Maker, Payee and the Trust
dated as of January 1, 2005 (the "License Agreement") (without setoff,
adjustment, counterclaim, withholding, reduction or defense of any kind), which
failure continues for fifteen (15) days after written notice of such failure has
been given to Maker; (d) any failure by Maker to fully and timely comply with
any of the other terms or conditions of this Note, the Shareholders Agreement,
the Pledge Agreement, the License Agreement, that certain Acquisition Agreement
between Maker and the Trust dated as of January 1, 2005 (the "Acquisition
Agreement"), or that certain $451,106.91 Secured Promissory Note from Maker to
the Trust pursuant to the Acquisition Agreement (the "Acquisition Agreement
Note"), which failure continues for fifteen (15) days after written notice of
such failure has been given to Maker; (e) the commencement of any proceeding or
the taking of any act by or against any of Maker or Maker's parent, subsidiary
or affiliated entities (collectively, the "Maker Group") for any relief under
bankruptcy, reorganization, insolvency or similar laws for the protection of
debtors, or for the appointment of a receiver of the business or assets of any
of the Maker Group; or (f) any of the Maker Group makes an assignment for the
benefit of creditors, or is generally not paying (or admits an inability to pay)
debts as such debts become due, or ceases business operations or is
dissolved.

 

Anything
to the contrary herein notwithstanding, upon the occurrence of any Event of
Default, Payee shall have the right, in its sole and absolute discretion, to
exercise any of the remedies available to Payee under this Note, under the
Pledge Agreement, under the License Agreement, under the Shareholders Agreement,
under the Acquisition Agreement, under the Acquisition Agreement Note, and under
applicable law, and all unpaid principal plus any accrued interest and other
amounts owing under this Note shall thereupon be forthwith due and payable at
Payee's option without further notice, demand or presentment for payment, and
interest on those amounts shall be computed at a default rate of eighteen
percent (18%) per annum or the maximum rate permitted by applicable law,
whichever is lower.

 

In
addition to any default interest owing, if any payment owing hereunder is not
received by Payee within ten (10) days after the due date thereof, a late charge
of five percent (5%) of the amount due and unpaid shall be added to the
delinquent amount to compensate Payee for the expenses of handling the
delinquency. Maker agrees that such late charge represents a good faith and
reasonable estimate of the probable cost to Payee of such delinquency. Maker
acknowledges that during the time that any such amount shall be in default,
Payee will incur losses which are impracticable, costly, inconvenient, and
difficult to ascertain, and that such late charge represents a reasonable sum
considering all of the circumstances existing on the date of the execution of
this Note and represents a reasonable estimate of the losses Payee will incur by
reason of late payment. Acceptance of such late charge shall not constitute a
waiver of the default with respect to the overdue payment, and shall not prevent
Payee from exercising any of the other rights and remedies available as
described in this Note.

 

Maker for
itself and its representatives, successors, and assigns waives presentment,
demand, protest, and notice of dishonor and waives any right to be released by
reason of any extension of time or change in terms of payment. Although Payee
may, in its sole discretion, elect to waive the effect of the occurrence of an
Event of Default, any such waiver shall not be deemed to constitute a waiver of
the effect of any future Event of Default or of any other default. No waiver
shall be binding unless in writing. 

 

Maker
shall have the right, at any time or from time to time, to prepay all or any
portion of this Note, without penalty. All sums payable by Maker pursuant to
this Note shall be payable without notice or demand. 

 

Maker
shall have no right of setoff whatsoever against any payment due hereunder by
reason of any obligations of Payee or for any other reason. All payments due
hereunder shall be made without setoff, adjustment, counterclaim, withholding,
reduction or defense of any kind. The liability of Maker hereunder is absolute
and unconditional. Time is of the essence as to each term or provision of this
Note.

 

If this
Note is not paid when due under the terms hereof, Maker agrees to pay all costs
of collection, including, but not limited to, attorneys' fees incurred by Payee
in connection with such collection, whether or not suit is filed
hereon.

 

The
relationship of Maker, on the one hand, and Payee, on the other hand, is, and at
all times shall remain, solely that of borrower and creditor. Payee shall not
under any circumstances be construed to be a partner or joint venturer of Maker;
nor shall Payee under any circumstances be deemed to be in a relationship of
confidence or trust or a fiduciary relationship with Maker, or to owe any
fiduciary duty to Maker. This Note is the result of negotiations between and has
been reviewed by Maker and Payee and their respective counsel; accordingly, this
Note shall be deemed to be the product of Maker and Payee, and no ambiguity
shall be construed in favor of or against Maker or Payee. Maker acknowledges and
agrees that it intends the literal words of this Note and that no parol evidence
shall be necessary or appropriate to establish Maker's or Payee's actual
intentions. If any provision of this Note shall be held invalid for any reason
whatsoever, then that provision shall be modified to the extent necessary to be
held valid.

 

This Note
is made for the sole protection and legal benefit of Maker and Payee, and their
permitted successors and assigns, and no other person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Note.

 

This Note
shall be governed and construed in accordance with the laws of the State of
California (but without regard to California principles of conflict of
laws).

 

MAKER
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE
MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA LOCATED IN THE COUNTY OF
LOS ANGELES; AND BY ITS EXECUTION AND DELIVERY HEREOF, MAKER ACCEPTS AND
CONSENTS TO, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND AGREES THAT SUCH
JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY PAYEE IN WRITING, WITH RESPECT
TO ANY ACTION OR PROCEEDING BROUGHT HEREUNDER BY EITHER MAKER OR PAYEE. MAKER
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO STAY OR TO
DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE ANY OF SUCH COURTS ON THE BASIS
OF FORUM
NON CONVENIENS.

 

MAKER
HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION,
CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS
NOTE, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.

 

All
notices and other communications hereunder shall be in writing and shall be
deemed given upon receipt through personal delivery, overnight courier,
facsimile transmission, or U.S. first class mail, return receipt requested, to
the parties at the following addresses and facsimile numbers (or at such other
address or facsimile number for a party as shall be specified by like
notice):




If to
Maker:     If to
Payee:

Waldrop
Enterprises, Inc.    Netword
Publishing, Inc.

95
Argonaut, Suite 240    c/o
Carlsmith Ball LLP

Aliso
Viejo, CA 92656    444 South
Flower St., 9th Floor


Attention:
President and General Counsel  Los
Angeles, CA 90071

Facsimile:
(949) 716-0858    Facsimile:
(213) 623-0032

      
Attention: Steve Bradford

 

The
proceeds of the loan evidenced by this Note are not intended or allowed for
personal, family, or household uses. This Note consists of three (3)
pages.

 

"Maker"

 

WALDROP
ENTERPRISES, INC.










By:______________________________   By:______________________________

William
H. Waldrop, President     Joseph
Wade Mezey, Secretary