Promissory Note between Mixson Corp. and Steve Bedowitz dated September 26, 2000

Summary

Mixson Corp. promises to repay Steve Bedowitz $50,000 plus 10% annual interest. Payment is due within three days after a public offering by a merged entity, provided the offering raises at least $2.5 million by May 31, 2001. If not, the debt converts to a percentage of stock or membership interests. If Mixson defaults, a higher interest rate applies and Bedowitz may pursue legal remedies. The note is governed by Florida law and is subordinate to commercial lenders' rights. No Mixson assets are pledged as collateral.

EX-10.18 20 a2039854zex-10_18.txt EXHIBIT 10.18 PROMISSORY NOTE $50,000.00 September 26, 2000 FOR VALUE RECEIVED, the undersigned, Mixson Corp., a Florida corporation, with offices at 7635 West 28th Avenue, Hialeah, FL 33016 (the "Maker"), promises to pay to Steve Bedowitz ("Payee") the principal sum of Fifty Thousand Dollars ($50,000.00), together with interest thereon at the rate of ten percent (10%) per annum computed on the balance of principal remaining from time to time unpaid from the date of disbursement, as follows: Interest on the outstanding principal balance shall begin to accrue beginning on the date the loan is funded. Payments under this Note shall be made to the Payee as follows: All accrued interest and principal shall be paid in full within three (3) days after the closing of the anticipated public offering ("Offering") for the merged Speed Release Lock Company, Mixson Corp., and PPCT Products, L.L.C. entity ("Merged Entity"), provided that the Offering raises a minimum of two Million Five Hundred Thousand Dollars ($2,500,000.00). In the event that the Offering does not raise at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) on or before May 31, 2001, this promissory note shall be converted to either: (a) 1.5% of the common stock in the Merged Entity, if applicable; or (b) 1.667% of the common stock of Mixson Corp. and 1.667% of the membership interests in PPCT Products, L.L.C., in the event the merger forming the Merged Entity does not occur for any reason. If the payment of the outstanding principal balance, together with any accrued and unpaid interest thereon, is not made or converted when provided for herein, then Maker shall be in default and such total past due amount shall thereafter, until paid, accrue and bear interest at the default interest rate of the highest rate then permitted by applicable law. Further, Payee may pursue any and all other remedies available at law or in equity, including pursuing collection against any guarantor. Any provision contained in this Note to the contrary notwithstanding, Payee shall not be entitled to receive or collect, nor shall Maker be obligated to pay, interest on any of the indebtedness evidenced hereby in excess of the maximum rate of interest permitted by applicable law, and if any provision of this Note shall ever be construed or held to permit the collection or to require the payment of any amount of interest in excess of that permitted by applicable law, the provisions of this paragraph shall control and shall override any contrary or inconsistent provision herein. It is the intention of the parties to conform strictly to applicable usury laws, and to the extent the terms of this Note or any other such document are determined to be inconsistent with such usury laws, this Note shall be subject to reduction to the maximum rate of interest allowed under applicable usury laws. Payee shall be entitled to collect all costs of enforcement including attorneys' fees if Maker is in default. This Note is expressly made subordinate to the rights, liens, and security interests of any commercial lender(s), as they may exist from time to time, which lender(s) may be granted a lien on Maker's inventory, accounts receivable and/or other assets. Any Payee shall, if necessary, execute any reasonable documentation acknowledging its subordinated position to any such commercial lender that may do business with Maker from time to time. Should any Payee fail to sign any such acknowledgment, Payee hereby appoints any officer of Maker to execute such acknowledgment on Payee's behalf as its attorney in fact. This Note is secured solely by any guarantees received by Payee. None of Maker's assets are pledged as security for repayment of this Note. This Note shall be governed and construed under the laws of the State of Florida, and in the event Payee files suit to enforce its rights under this Note, Maker hereby consents to jurisdiction and venue in Florida. Maker waives presentment for payment, protest and demand, and notice of protest, demand and dishonor. The sums due under this Note shall not be subject to offset, deduction or claims which Maker or any guarantor may have against each other or the Payee or holder hereof, each Maker and guarantor hereby waives any such claim of offset, deduction or any claim in the nature thereof. All notices (except as expressly provided herein to the contrary) and payments required or permitted hereunder shall be in writing and shall be either personally served or sent by registered or certified mail, return receipt requested, postage prepaid, as follows: If to Payee: Steve Bedowitz If to Maker: Mixson Corp. c/o Joel Held 7635 West 28th Avenue Arter & Hadden LLP Hialeah, FL 33016 1717 Main Street, Suite 4100 Dallas, Texas 75201 All notices given in accordance with this paragraph shall be effective and deemed received upon receipt by the addressee. MAKER: Mixson Corp. By: /s/ Joseph A. Rotmil ------------------------------------ Joseph A. Rotmil, President 2