THE PAYMENT OF ALL AMOUNTS
OWING AND TO BE OWING HEREON, REGARDLESS OF AND WITHOUT ANY NOTICE, DILIGENCE,
ACT OR OMISSION WITH RESPECT TO THE COLLECTION OF ANY AMOUNT CALLED FOR
HEREUNDER.
NO WAIVER OF ANY PROVISION OF THIS NOTE MADE BY AGREEMENT OF HOLDER
AND ANY OTHER PERSON SHALL CONSTITUTE A WAIVER OF ANY OTHER TERMS HEREOF, OR
OTHERWISE RELEASE OR DISCHARGE THE LIABILITY OF BORROWER UNDER THIS NOTE.
NO
FAILURE TO EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF HOLDER, ANY
RIGHT, POWER OR PRIVILEGE UNDER THIS NOTE SHALL OPERATE AS A WAIVER THEREOF NOR
SHALL PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND
REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES PROVIDED BY LAW.
3.2.
NOTICES AND ADDRESSES.
ANY NOTICE, DEMAND, REQUEST, WAIVER, OR
OTHER COMMUNICATION UNDER THIS NOTE SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN ON THE DATE OF SERVICE, IF PERSONALLY SERVED OR SENT BY
FACSIMILE BY 5 P.M., EST (IF AFTER SUCH TIME IT SHALL BE DEEMED GIVEN ON THE
BUSINESS DAY THEREAFTER); ON THE BUSINESS DAY AFTER NOTICE IS DELIVERED TO A
COURIER OR MAILED BY EXPRESS MAIL, IF SENT BY COURIER DELIVERY SERVICE OR
EXPRESS MAIL FOR NEXT DAY DELIVERY; AND ON THE THIRD (3RD) DAY AFTER MAILING, IF
MAILED TO THE PARTY TO WHOM NOTICE IS TO BE GIVEN, BY FIRST CLASS MAIL,
REGISTERED, RETURN RECEIPT REQUESTED, POSTAGE PREPAID AND ADDRESSED AS FOLLOWS:
To Holder:
RICHARD J. KURTZ
270 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
Fax:
(201) 503-2279
To Borrower:
PALIGENT INC.
369 Lexington Avenue
10th Floor
New York, New York 10017
Attention: Salvatore A. Bucci, President and Chief Executive Officer
Fax: (212) 983-2379
3.3.
LOST, STOLEN OR MUTILATED NOTE.
UPON RECEIPT BY BORROWER OF
EVIDENCE SATISFACTORY TO IT OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF
THIS NOTE OR ANY NOTE EXCHANGED FOR IT, AND (IN THE CASE OF LOSS, THEFT OR
DESTRUCTION) OF UNSECURED INDEMNITY SATISFACTORY TO IT, AND UPON REIMBURSEMENT
TO BORROWER OF ALL REASONABLE EXPENSES INCIDENTAL THERETO, AND UPON SURRENDER
AND CANCELLATION OF SUCH NOTE, IF MUTILATED, BORROWER WILL MAKE AND DELIVER IN
LIEU OF SUCH NOTE A NEW NOTE OF LIKE TENOR AND UNPAID PRINCIPAL AMOUNT AND DATED
AS OF THE ORIGINAL DATE OF THE NOTE.
3
3.4.
SEVERABILITY; BINDING EFFECT.
ANY PROVISION OF THIS NOTE WHICH IS
INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY WITHOUT
RENDERING INVALID OR UNENFORCEABLE THE REMAINING TERMS AND PROVISIONS OF THIS
NOTE OR AFFECTING THE VALIDITY OR UNENFORCEABILITY OF ANY OF THE TERMS AND
PROVISIONS OF THIS NOTE IN ANY OTHER JURISDICTION.
THIS NOTE SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS AND
PERMITTED ASSIGNS.
NEITHER THIS NOTE NOR ANY RIGHTS OR OBLIGATIONS HEREUNDER
MAY BE ASSIGNED BY BORROWER WITHOUT HOLDER'S PRIOR WRITTEN CONSENT.
3.5.
GOVERNING LAW; FORUM.
THIS