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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

October 25, 2022

 

Commission File Number: 000-56047

 

ADM Endeavors, Inc.

 

(Exact name of Registrant as specified in its charter)

 

Nevada   45-0459323
(State of incorporation)   (IRS Employer ID Number)

 

5941 Posey Lane

Haltom City, TX 76117

(Address of principal executive offices)

 

(817) 840-6271

Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Effective as of October 25, 2022, ADM Endeavors, Inc., a Nevada corporation (the “Company”), and Just Right Products, Inc., the Company’s Texas subsidiary (the “Subsidiary,” and together with the Company, the “Borrowers”), entered into a Construction Loan Agreement (the “Loan Agreement”) with, and issued an accompanying Promissory Note (the “Note”) to, CapTex Bank, a Texas banking association (the “Lender”), pursuant to which the Lender agreed to loan up to $4,618,960 to the Borrowers for the construction of improvements on and refinance of the Borrowers’ approximately 18-acre real properties located at 1900 East Loop 820 Fort Worth, Tarrant County, Texas, 76112 (the “Property”), as well as the real property leased to the Subsidiary and used by the Company as its headquarters located at 5941 Posey Lane, Haltom City, Tarrant County, Texas, 76117.

 

Pursuant to Loan Agreement and Note, the Borrowers agreed to (i) pay interest on amounts advanced to the Borrowers under the Loan Agreement at the rate of 5.5% per annum, subject to adjustment on October 25, 2027, to 1% over the U.S. prime rate (subject to a cap at the lesser of 18% or the maximum amount permitted by law); (ii) make monthly payments of interest to the Lender beginning on November 25, 2022, through and including April 25, 2024, and thereafter beginning on May 25, 2024, monthly principal and interest payments in the amount of $26,458.87, through and including October 25, 2032 (the “Maturity Date”), on which Maturity Date all unpaid principal and interest shall be due; and (iii) pay an origination fee to the Lender in the amount of $46,189.60 plus reasonable attorney fees.

 

The Borrowers’ obligations to the Lender under the Loan Agreement and Note are secured by Deeds of Trust to the Property executed by the Borrowers in favor the Lender, as well as the personal guaranty of Marc Johnson, President and CEO of the Company.

 

The foregoing description of the Loan Agreement and Note is qualified by reference to the full text of the Loan Agreement and Note, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated by reference into this Item 1.01.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure in Item 1.01 above is incorporated by reference in this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Construction Loan Agreement, dated as of October 25, 2022, by and among ADM Endeavors, Inc., Just Right Products, Inc., and CapTex Bank
10.2   Promissory Note, dated as of October 25, 2022, by ADM Endeavors, Inc., and Just Right Products, Inc., in favor of CapTex Bank
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ADM Endeavors, Inc.
     
Date: November 1, 2022 By: /s/ Marc Johnson
    Marc Johnson
    Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

CAPTEX BANK

 

Construction Loan Agreement

 

THIS CONSTRUCTION LOAN AGREEMENT (this “Loan Agreement”) is entered into as of October 25, 2022, among ADM ENDEAVORS, INC., a Nevada corporation, and JUST RIGHT PRODUCTS, INC., a Texas corporation (together, the “Borrower”), whose mailing address is 5941 Posey Lane, Haltom City, Texas 76117-5238, and CAPTEX BANK, a Texas banking association (“Lender”), whose mailing address is 106 Hamilton, P.O. Box 4, Trenton, Texas 75490.

 

Witnesseth

 

WHEREAS, upon Lender’s approval of Borrower’s application for loan, Lender has agreed to lend the sum of up to Four Million Six Hundred Eighteen Thousand Nine Hundred Sixty and No/100 Dollars ($4,618,960.00) to Borrower (“Loan”), in several advances, to provide funds for the refinance of and construction of improvements on the properties in Tarrant County, Texas commonly known as 1900 East Loop 820, Fort Worth, Texas (the “Fort Worth Property”) and 5941 Posey Lane, Haltom City, Texas (the “Haltom City Property”) and more particularly described on Exhibit “A” and incorporated herein by reference (together, the Fort Worth Property and the Haltom City Property, along with existing improvements, and the improvements to be constructed thereon being herein called the “Property”); and

 

WHEREAS, pursuant thereto, Borrower and Lender are entering into this Loan Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and to induce Lender to make the Loan to Borrower, Lender and Borrower covenant and agree as follows:

 

1. Borrower shall, prior to or contemporaneously with the first advance by Lender execute and/or deliver to Lender and/or perform the following (except to the extent waived by Lender):

 

a. Promissory Note (“Note”) evidencing the Loan in the principal amount of the Loan payable to the order of Lender, bearing interest as therein provided.

 

b. Two (2) Deeds of Trust and Third-Party Second Lien Deed of Trust (collectively, the “Deed of Trust”), securing payment of the Note and Loan and evidencing first liens on the Fort Worth Property and a second lien on the Haltom City Property, including all improvements now and hereafter constructed thereon, subject only to permitted title exceptions.

 

c. Loan Policy of Title Insurance, in the amount of the Loan, acceptable to Lender.

 

d. Insurance policies as required by the Deed of Trust, including, without limitation, a Builder’s Risk policy naming Lender as the mortgagee.

 

e. Evidence that all applicable zoning ordinances and restrictive covenants affecting the real property permit the use for which the improvements are intended and have been or will be complied with, and that any and all required replatting has been completed and building permits have been issued for the contemplated improvements.

 

f. Evidence of compliance with all conditions of the commitments issued by the applicable title company and Lender.

 

g. Evidence of City of Fort Worth zoning compliance, and any further City approvals, including building and government permits for construction of the contemplated improvements.

 

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h. A list of all of the major contractors and sub-contractors for the project to the extent requested by Lender, all of whom must be reasonably acceptable to Lender, but Lender does not assume any responsibility for the adequacy of performance of any such contractors or sub-contractors.

 

i. Guaranty Agreement executed by Marc Johnson (individually, the “Guarantor”).

 

j. Construction, architectural, management, or related contracts (collectively, the “Contracts”), approved by Lender in its reasonable discretion.

 

k. Any assignments, consents, and/or subordinations of the Contracts as Lender may require in its reasonable discretion.

 

l. Borrower has established, and maintains through the term of the Loan, its operating and construction accounts with Lender.

 

m. Lender is otherwise satisfied with its due diligence requirements.

 

2. Prior to any subsequent advances, Borrower shall deliver to Lender, or Lender shall otherwise receive the following:

 

a. Any items described in Paragraph 1 above not yet received by Lender;

 

b. Such certificates, approvals and evidences of completion, in whole or part, bills and invoices, as Lender may reasonably request, to reflect the progress of construction;

 

c. Waivers of lien, executed by the contractors, sub-contractors and materialmen, with respect to labor and materials for the payment of which Lender has made a prior advance;

 

d. Documents or materials requested by Lender relating to the underwriting of the Loan or the Property not otherwise received by Lender.

 

3. Borrower agrees to pay to Lender a Loan origination fee in the amount of $46,189.60 and the reasonable attorney’s fees and expenses of Lender’s counsel, title insurance premiums, survey costs, hazard insurance premiums, filing and recording fees, appraisal and survey fees, review fees, title fees, and any actual expenses incurred by the Lender in connection with the consummation of the transactions contemplated by this Loan Agreement.

 

4. Upon Borrower’s compliance with the provisions of Paragraphs 1, 2, and 3 of this Loan Agreement, and provided that Borrower is not in default hereunder, and subject to all other provisions of this Loan Agreement, Lender will advance and disburse the Loan. Interest on such advances will be computed and paid in accordance with the terms of the Note.

 

5. In addition to the other provisions herein, advances shall be made on the following terms:

 

a. Construction advances under this Loan Agreement are to be made by Lender to Borrower after commencement of work hereunder, for work done during the preceding period or part thereof (the advance to which Borrower shall be entitled with respect to construction items shall be the total of the purchase price of materials used in construction on the real property in a manner reasonably acceptable to Lender plus the cost of the portions of the work acceptably completed as reasonably approved by Lender, and application for each advance shall be made with Lender a reasonable time (and in no event less than three (3) business days) before the date upon which an advance is desired). Draw requests must be submitted via fax or email on a form acceptable to Lender. Borrower shall only be entitled to payment in the amount reasonably approved by Lender in accordance with the standards provided by this Loan Agreement.

 

CONSTRUCTION LOAN AGREEMENT

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b. Notwithstanding anything herein to the contrary, Lender has the right to withhold ten percent (10%) of the amount of any advance until lapse of the applicable mechanic and materialman lien statutory period as a contingent account reserve to insure:

 

i. completion free of liens of all of the improvements contemplated hereby, and

 

ii. delivery of lien waivers and title updates reasonably satisfactory to Lender.

 

c. The advances are in accordance with the budget (“Budget”) approved by Lender and which may be attached as Exhibit “B” hereto.

 

d. No advances shall be made after the Conversion Date (as defined in the Note).

 

6. Borrower warrants, represents, covenants and agrees as follows:

 

a. In the event any guaranty of the Loan is withheld or refused, or having been made or issued is for any reason canceled, revoked or unperformed, the entire balance of principal and interest of the Loan, at Lender’s election, shall become immediately due and payable, unless such commitment has been or is promptly replaced by other guaranty or commitment acceptable to Lender, and shall be considered an event of default under the terms of the Note and this Agreement.

 

b. Prior to the recordation of the Deed of Trust, no work of any kind (including that of destruction or removal of any existing improvements, the drilling of test holes or grading) has been or will be commenced or performed upon said Property, and no material or equipment has been or will be delivered to or upon said Property, and no construction contract has been or will be let for construction or erection of any said contemplated improvements. The signatory below personally certifies such facts.

 

c. Within ninety (90) days after the earlier of filing or recording the Deed of Trust, Borrower will commence construction of the improvements, and during the term of the loan will complete the same in accordance with the terms and conditions of any contract to purchase all or any portion of the Property or of any permanent commitment to refinance the Loan, subject to delay due to causes beyond the control of the Borrower; including, without limitation, strikes, inclement weather, embargoes, unavailability of materials and acts of God. After construction of the improvements has been commenced, Borrower shall diligently proceed with said construction and will not permit cessation of the work of construction for a period in excess of ten (10) consecutive business days without the written consent of Lender (strikes, acts of God, insurrections, inclement weather, or other causes beyond the control of Borrower excepted).

 

d. At Lender’s request, Borrower will furnish Lender with a full set of plans and specifications which will be retained in the files of Lender. All work must be performed in accordance with plans and specifications and in a good and workmanlike manner, and any material deviations or changes from said plans and specifications must have prior consent of Lender, not to be unreasonably withheld, to be signed and dated by all principals. Borrower further agrees that it will cause the construction and erection of the Improvements on the Property substantially in accordance with the plans and specifications approved by Lender, in compliance with all acts, statutes, regulations, ordinances, rules, laws, and restrictive covenants relating thereto, and will complete all construction and improvement upon the Property free and clear of any claims or liens for labor or material and accept the final advance of the Loan on or before maturity of the Note. Without the prior consent of Lender, not to be unreasonably withheld, Borrower will make no change in the plans and specifications submitted to the Lender.

 

e. Lender, or a third party designated by Lender but at Borrower’s expense, shall be given the opportunity and shall have the right to examine and inspect the Property from time to time as the construction and erection thereof progress, it being agreed that construction of the improvements upon the Property and the materials used therein must be satisfactory to Lender before it shall be obligated in any way to make any advance hereunder on account of the Note and Deed of Trust. Lender will disburse funds under its control in connection with said construction only in proportion to the report of construction progress made by an inspector of Lender, accompanied by a proper affidavit from the contractor, retaining at all times sufficient funds which, in the opinion of said inspector, will complete said building. Materials on the job but not incorporated into the improvements cannot be drawn upon.

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

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f. Lender is authorized to hold, use and disburse the proceeds of the Loan to pay and provide any and all costs, charges, expenses and deposits, whatsoever and howsoever incurred or required, in connection with the Loan, the construction and completion of said improvements, or in the payment or performance of any obligation of Borrower to Lender which is secured by the Deed of Trust; and, at its election, to pay the same or any part thereof to Borrower or to the contractor or any other person furnishing labor, supplies, or services for or in connection with the construction or completion of said improvements, and to the holder of any lien, charge or encumbrance on any security for payment of the Loan; and the whole of such proceeds are hereby assigned, transferred and pledged to Lender for such purposes. Lender may advance and incur such reasonable expenses as it may deem necessary to preserve the security of the Loan, which shall be secured by the Deed of the Trust and any other security for the Loan, and Borrower will pay the same upon demand in the event Lender, for the purposes specified in this sub-paragraph (f) shall elect to pay any of the proceeds of the Loan to parties other than the Borrower, Lender may make advances upon the Loan, at any time, from time to time to provide funds for such purposes, irrespective of the provisions of Paragraph 5 of this Loan Agreement, and the amount of advances to which Borrower shall thereafter be entitled under this Loan Agreement shall be correspondingly reduced. Lender shall not be entitled to exercise its rights under this sub-paragraph (f) prior to default.

 

g. Borrower will accept disbursements after the initial draw in accordance with the provisions hereof and, if made to Borrower, will use or cause each such disbursement to be used solely for the payment of materials, labor, services, costs and expenses incurred in connection with the construction of said improvements or for such additional costs and expenses as are authorized by this Loan Agreement or as may be approved in writing by Lender, and any payment or performance of any obligation of Borrower to Lender, and for no other purpose.

 

h. Lender has no liability or obligation whatsoever or howsoever in connection with said improvements or the construction or completion thereof or work performed thereon, and has no obligation except to advance the Loan as herein agreed, and is not obligated to inspect said improvements, nor is Lender liable for the performance or default of any contractor or sub-contractor, or for any failure to construct, complete, protect, or insure said improvements, or for the payment of any cost of expense incurred in connection therewith, or for the performance or non-performance of any obligation of Borrower to Lender, and nothing, including, without limitation, any disbursement hereunder, or the deposit or acceptance of any document or instrument, shall be construed as a limitation, any disbursement hereunder, or the deposit or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, on Lender’s part;

 

i. In the event of a default hereunder, Lender, at its election, may declare all sums owing on account of the Loan immediately due and payable; may exercise any of the rights provided in the Deed of Trust in the event of default, and may enter upon the Property; employ watchmen to protect the Property (including personal property located thereon) from damage, injury or loss; continue any or all existing contracts for the completion of the improvements, or enter into any new, additional, or substitute contracts for the completion of the improvements, either in Lender’s own name or in the name of the Borrower; and may (but shall not be obligated to) advance such of the undisbursed loan proceeds and Lender’s own funds as may be necessary to remedy such default, including completion of the improvements and, in such event, all such advances shall be secured by the Deed of Trust and by all other security for the Loan, and Borrower will pay the same, together with interest thereon at the maximum lawful rate, to Lender upon demand. In addition, Lender may exercise any and all other remedies available at law or in equity.

 

j. Lender may (but shall not be obligated to) commence, appear in or defend any action or proceeding purporting to affect the Property or the rights or duties of Lender or Borrower or the payment of any funds hereunder and, in connection therewith, may pay all necessary expenses, including reasonable attorneys’ fees, which Borrower agrees to pay to Lender upon demand. Borrower hereby irrevocably appoints and authorizes Lender, as Borrower’s agent, to execute, file, and record any notice of completion or cessation of labor or any other notice which Lender deems necessary or advisable to protect its interest hereunder or the security for the Loan. Lender may file and record this Loan Agreement.

 

CONSTRUCTION LOAN AGREEMENT

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k. Borrower may not assign or otherwise transfer this Loan Agreement or any right hereunder without the consent of Lender, which consent shall not be unreasonably withheld; provided, however, that Lender shall be the sole judge of the financial condition of any such assignee or transferee.

 

l. Borrower shall promptly pay, or cause to be paid when due, all costs, charges and expenses incurred in connection with the construction and completion of said improvements and shall keep the Property free and clear of any and all liens other than the lien of the Deed of Trust. Within ten (10) days after written demand from Lender, Borrower will cause any lien claim filed by any person supplying labor or materials for said construction against the Property to be released of record; or, in lieu thereof, Borrower will furnish Lender with a bond, in form and with sureties satisfactory to Lender, indemnifying Lender against any loss, cost, damage, or expense on account of any such lien claim.

 

m. Borrower will use reasonable diligence to protect every part of the Property and the materials stored thereon from removal, destruction, and damage, and will not do any act whereby the value of any part of the Property may be materially lessened.

 

n. A default shall be deemed to have occurred hereunder if any default or event of default occurs under the Note or Deed of Trust (and the continuance thereof beyond any applicable period of grace, notice, or cure provided therein).

 

o. No waiver of any default on the part of Borrower shall be considered a waiver of any other or subsequent default, and no delay or omission in exercising or enforcing the rights and powers of Lender shall be construed as a waiver of such rights and powers; and likewise, no exercise or enforcement of any rights or powers hereunder by Lender shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time.

 

p. Borrower shall deliver, or cause to be delivered, to Noteholder the following:

 

i.Within thirty (30) days after filing, annual income tax returns (including any extensions) for Borrower and Guarantor;
   
ii.Within thirteen (13) months of the date of the last one delivered to Lender, financial statements for Guarantor (including contingent liability schedules);
   
iii.Within sixty (60) days of each June 30 and December 31, semi-annual financial statements of Borrower; and
   
iv.Such other financial information as Lender may from time to time reasonably request.

 

q. Borrower hereby represents that (i) Borrower and/or its members have contributed capital to the Property in the form of cash (or has paid development expenses out-of-pocket) of at least twenty-nine percent (29%) of the said project’s “as completed” appraised value (the “Capital Contribution”), and (ii) the Capital Contribution was made prior to any advance made by Lender.

 

7.  Borrower shall cause the Property to maintain a Minimum Debt Service Coverage Ratio of at least 1.25:1, to be tested annually commencing December 31, 2024. For purposes hereof, “Minimum Debt Service Coverage Ratio” means the ratio of Net Income to Debt Service (the evaluation which shall be at the Lender’s sole and absolute discretion), where:

 

a. “Net Income” means the sum of the following: (1) the net income of Borrower (as computed in accordance with Generally Accepted Accounting Principles and as shown on financial statements delivered by Borrower to Lender but specifically excluding (a) any leases not approved by Lender, and (b) any condemnation or insurance proceeds (other than business interruption proceeds), plus (2) depreciation, plus (3) amortization (EBITDA), plus (4) interest expenses, plus (5) other non-cash expenses before extraordinary items and distributions; and

 

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b. “Debt Service” means payments due under the Note, other debts owed by Borrower to Lender, and any other current maturities of long-term debt of Borrower (including interest expense) which, in conformity with GAAP, are required to be accounted for on Borrower’s financial statement.

 

8. Any cost overrun (over and above the Budget) will be paid by Borrower and any significant change order must be submitted in writing to Lender. In the event construction costs increase above the Budget, Lender makes no representations that any such additional costs will be advanced by Lender.

 

9. The terms and provisions of Article V (Usury Savings Provisions) of the Note are incorporated herein by reference and made a part of this Agreement.

 

10. This Agreement is made for the sole protection and benefit of Borrower and of Lender and no other person or persons shall be deemed to have any privity of contract hereunder nor any right of action of any kind hereon.

 

11. Upon Lender’s request, Borrower shall, during the time of interim construction, prominently display a sign advertising the fact that Lender is financing the Land acquisition and the construction of the Improvements.

 

12. TEXAS FINANCE CODE §307.052 COLLATERAL PROTECTION INSURANCE NOTICE. BORROWER IS REQUIRED TO: (i) KEEP THE PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT LENDER SPECIFIES, (ii) PURCHASE THE INSURANCE FROM AN INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS LINES INSURER; AND (iii) NAME THE LENDER AS THE PERSON TO BE PAID UNDER THE POLICY IN THE EVENT OF A LOSS; BORROWER MUST, IF REQUIRED BY LENDER, DELIVER TO LENDER A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS; AND IF BORROWER FAILS TO MEET ANY REQUIREMENT LISTED ABOVE, LENDER MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF BORROWER AT BORROWER’S EXPENSE.

 

13. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns in the event said party is a corporation or other legal entity, and said party’s respective heirs, executors and personal representatives in the event said party is an individual.

 

14. The terms and conditions of this Agreement shall be construed pursuant to and in accordance with laws of the State of Texas and all of the covenants and obligations hereunder are fully enforceable and performable in Tarrant County, Texas.

 

15. The proceeds of the Loan advanced after the date hereof shall be deemed “trust funds” under Chapter 162 of the Texas Property Code.

 

[Signature Page Follows.]

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

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IN WITNESS WHEREOF, the undersigned have caused these presents to be executed on the day and year first above written.

 

LENDER: BORROWER:
       
CAPTEX BANK, ADM ENDEAVORS, INC.,
a Texas banking association a Nevada corporation
       
By: By: /s/ Marc Johnson
  Cade Carpenter, Senior Vice President   Marc Johnson, CEO
       
    JUST RIGHT PRODUCTS, INC.,
    a Texas corporation
       
    By: /s/ Marc Johnson
      Marc Johnson, President

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

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EXHIBIT A

 

Legal Description

 

Property Address: 1900 East Loop 820 Fort Worth, Tarrant County, Texas, 76112

 

TRACT 1: (FEE SIMPLE)

 

Being a tract of land situated in the Brandon Survey, Abstract Number 209 in Tarrant County, Texas, same being that tract of land conveyed to Robert S. Grief, by Probate of Foreign Will recorded in Volume 12249, Page 1556, Official Public Records, Tarrant County, Texas (O.P.R.T.C.T.) and being more particularly described by metes and bounds as follows:

 

BEGINNING at a 1/2 inch yellow capped iron rod set for corner, said corner being at the intersection in the Northwest line of East Loop 820 and in the North line of Sheffield Place, from which a 3/4 inch iron rod found bears North 28 degrees 45 minutes 23 seconds East, a distance of 3.51 feet for reference;

 

THENCE North 89 degrees 53 minutes 56 seconds West, with the North line of said Sheffield Place, a distance of 212.40 feet to a point for corner, said corner being at the Southeast corner of Lot 15, Block 2 of Crescent Place, an Addition in Tarrant County, Texas, Cabinet A, Slide 11480, Plat Records, Tarrant County, Texas (P.R.T.C.T.);

 

THENCE North 00 degrees 18 minutes 28 seconds West, with the East line of said Crescent Place, passing at 208.74 feet a 1/2 inch iron rod found for reference and continuing in all a distance of 772.06 feet to a 1/2 inch yellow capped iron rod set for corner for corner, said corner being at the Northeast corner of Lot 1, Block 2 of said Crescent Place, an Addition in Tarrant County, Texas, according to the Plat thereof recorded in Cabinet A, Slide 11480, Plat Records, Tarrant County, Texas (P.R.T.C.T.), and being in the South line of Lot 2, Block 23 of Brentwood Hills Addition, an Addition in Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-8, Page 140, Plat Records, Tarrant County, Texas, (P.R.T.C.T.), from which a 1/2 inch iron rod found bears South 81 degrees 11 minutes 09 seconds East, a distance of 9.61 feet for reference;

 

THENCE North 89 degrees 22 minutes 58 seconds East, a distance of 646.18 feet to a point for corner, said corner being in the Northwest line of aforesaid East Loop 820, being the Southeast corner of Brentwood Hills, an Addition in Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-27, Page 293, Plat Records, Tarrant County, Texas (P.R.T.C.T.);

 

THENCE South 28 degrees 51 minutes 50 seconds West, with the Northwest line of said East Loop 820, a distance of 889.94 feet to the POINT OF BEGINNING and containing 332,292 square feet or 7.63 acres of land.

 

TRACT 2: (FEE SIMPLE)

 

Being a 10.40 acre tract situated in the J.E. Brandon Survey, Abstract Number 209, Tarrant County, Texas, and being that same 10.4 acre tract described as M190 in instrument to Total E&P USA Real Estate, LLC, recorded in Document Number D216266570, of the Real Property Records, Tarrant County, Texas (R.P.R.T.C.T.), and re-filed in Document Number D219187920, R.P.R.T.C.T., said tract also being a portion of Lot 15-R-1, Block 2, of D. M. Davis Subdivision, plat of said subdivision recorded in Cabinet B, Slide 2278, of the Plat Records, Tarrant County, Texas, (P.R.T.C.T.) said 10.40 acre tract being further described by metes and bounds as follows:

 

BEGINNING at a capped 1/2” iron rod found in the east line of that certain 6.96 acre tract described in instrument to T.E.S.C.O., recorded in Volume 1891, Page 408, of the Deed Records, Tarrant County, Texas, (D.R.T.C.T.), for the southwest corner of Crescent Place, plat of said subdivision recorded in Cabinet A, Slide 11480, P.R.T.C.T., being the northwest corner of said Lot 15-R-1, said Tract M190, and the herein described 10.40 acre tract;

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 8

Exhibit A

 

 

THENCE South 89°53’56” East, 685.96 feet, with the north line of said Lot 15-R-1, and said Tract M190, the south line of said Crescent Place, to a MagNail set in the west right-of-way of Sheffield Place, (50 feet wide), as shown on said plat of Crescent Place, for the northerly northeast corner of said Tract M190 and the herein described 10.40 acre tract, said point being in a 60.00 foot radius non-tangent curve to the left;

 

THENCE 129.25 feet, southeasterly, with the common line of said Tract M190 and said Sheffield Place, and with said 60.00 foot radius non-tangent curve to the left, having a chord bearing of South 61°35’13” East, 105.67 feet, to a capped 1/2” iron rod found for the end of said curve;

 

THENCE with the easterly north line of said Tract M190, the south right-of-way of said Sheffield Place, the following courses and distances;

 

1) South 89°53’56” East, 66.92 feet, to a point;

 

2) South 89°54’44” East, 165.50 feet, to a 1/2” iron rod found for the north corner of a cut-back at the intersection of the south right-of-way of said Sheffield Place with the west right-of-way of East Loop 820, (width varies);

 

THENCE South 30°30’40” East, 20.60 feet, with said cut-back, to a 1/2” iron rod found for the south corner of said cut-back, and being the easterly northeast corner of said Tract M190 and the herein described 10.40 acre tract;

 

THENCE South 28°55’21” West, 374.93 feet, with the west right-of-way of said East Loop 820, the east line of said Lot 15-R-1, the northerly east line of said Tract M190, to a capped 1/2” iron rod found for the easterly southeast corner of said Tract M190 and the herein described 10.40 acre tract, said point being the northeast corner of the remainder of said Lot 15-R-1, in the name of New Beginnings International Church;

 

THENCE over and across said Lot 15-R-1, with the common line of said Tract M190 and said Church remainder tract, the following courses and distances:

 

1) North 61°38’14” West, 174.03 feet, to a capped 1/2” iron rod found;

 

2) South 01°19’44” East, 22.28 feet, to a capped 1/2” iron rod found;

 

3) South 89°48’53” West, 407.83 feet, to a capped 1/2” iron rod found, for the northwest corner of said Church remainder tract, being an interior corner of said Tract M190 and the herein described 10.40 acre tract;

 

4) South 13°12’42” West, 364.61 feet, to a capped 1/2” iron rod found in the north line of Lot 1, Block 1, Harrod Addition, plat of said subdivision recorded in Volume 388-54, Page 54, P.R.T.C.T., the south line of said Lot 15-R-1, for the southwest corner of said Church remainder tract, being the southerly southeast corner of said Tract M190 and the herein described 10.40 acre tract;

 

THENCE South 89°41’33” West, 359.97 feet, with the south line of said Lot 15-R-1, the westerly south line of said Tract M190, the north line of said Harrod Addition, and that certain tract described in instrument to Salerno, recorded in Volume 15870, Page 249, R.P.R.T.C.T., to a concrete T.E.S.C.O. monument found in the east line of said T.E.S.C.O. tract, for the northwest corner of said Salerno tract, being the southwest corner of said Lot 15-R-1, said Tract M190 and the herein described 10.40 acre tract;

 

THENCE North 13°12’42” East, 714.50 feet, with the east line of said T.E.S.C.O. tract, the west line of said Lot 15-R-1, and Tract M190, to the POINT OF BEGINNING, and containing 10.40 acres within the herein described metes and bounds, Bearings, Distances, and/or Areas derived from GNSS observations and reflect N.A.D. 1983, Texas State Plane Coordinate System, North Central Zone 4202. (Grid).

 

TRACT 3: (EASEMENT ESTATE)

 

Non-Exclusive Easement rights created by that certain Right-of-way Agreement dated November 13, 2007, executed by New Beginnings International Church to Paloma Barnett, L.L.C., filed of record January 22, 2008, recorded under Clerk’s File No(s) D208021486, Real Property Records, Tarrant County, Texas.

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 9

Exhibit A

 

 

Property Address: 5941 Posey Lane, Haltom City, Tarrant County, Texas 76117

 

Tract 1:

 

Lot 96, NINA’S SUBDIVISION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 1481, Page 459, of the Deed Records of Tarrant County, Texas.

 

SAVE AND EXCEPT ANY IMPROVEMENTS LOCATED ON THE ABOVE-DESCRIBED REAL PROPERTY.

 

Tract 2:

 

Lot 99, NINA’S SUBDIVISION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 1481, Page 459, of the Deed Records of Tarrant County, Texas.

 

LESS AND EXCEPT THEREFROM THE FOLLOWING DESCRIBED TRACT OF LAND described in Deed from Donald S. Butler to City of Haltom City, dated January 22, 1999, filed January 25, 1999, and recorded in Volume 13627, Page 23, of the Real Property Records of Tarrant County, Texas, and being more particularly described as follows:

 

Being 89.716 square meters (965.69 square feet) of land, more or less, out of that certain 0.15610 hectare (0.3857 acre) of land, more or less, situated in the Thomas Akers Survey, Abstract No. 25, Tarrant County, Texas, and being a part of Lot 99, of Nina Subdivision, an addition to the City of Haltom City, Texas, and being part of the land conveyed to Donald S. Butler, by deed recorded in Volume 7468, Page 1085, Deed Record of Tarrant County, Texas, said 89.716 square meters (965.69 square feet) of land being more particularly described by metes and bounds as follows:

 

BEGINNING at an iron pin found on the southeast property corner of said Donald S. Butler property;

 

THENCE North 89° 57’ 02” West, a distance of 3.869 meters (12.69 feet) to an iron pin set;

 

THENCE North 25° 24’ 34” East, a distance of 4.855 meters (15.93 feet) to a point on a circular curve concave to the northwest and having a radius of 288.000 meters (944.88 feet) and a tangent bearing of North 03° 50’ 00” East, said point also being an iron pin set;

 

THENCE along the arc of said circular curve through a central angle of 04° 31’ 30”, a distance of 22.745 meters (74.62 feet) to an iron pin set;

 

THENCE North 00° 41’ 30” West, a distance of 39.009 meters (127.98 feet) to an iron pin set;

 

THENCE South 89° 54’ 43” East, a distance of 1.412 meters (4.63 feet) to a point, said point also being the northeast corner of said Donald S. Butler property;

 

THENCE South 00° 11’ 29” East, a distance of 66.123 meters (216.94 feet) to the P.O.B.;

 

AND CONTAINING 89.716 square meters (965.69 square feet) of land, more or less.

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 10

Exhibit A

 

 

FURTHER SAVE AND EXCEPT ANY IMPROVEMENTS LOCATED ON THE ABOVE-DESCRIBED REAL PROPERTY.

 

Tract 3:

 

Lot 100, NINA’S SUBDIVISION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 1481, Page 459, of the Deed Records of Tarrant County, Texas.

 

SAVE AND EXCEPT ANY IMPROVEMENTS LOCATED ON THE ABOVE-DESCRIBED REAL PROPERTY.

 

Tract 4:

 

Lot 97, NINA’S SUBDIVISION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 1493, Page 299, of the Deed Records of Tarrant County, Texas.

 

SAVE AND EXCEPT ANY IMPROVEMENTS LOCATED ON THE ABOVE-DESCRIBED REAL PROPERTY.

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 11

Exhibit A

 

 

EXHIBIT B

 

BUDGET

 

CONSTRUCTION LOAN AGREEMENT

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 12

Exhibit B

 

 

Exhibit 10.2

 

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THIS NOTE MAY REQUIRE A “BALLOON” PAYMENT OF ALL UNPAID PRINCIPAL AND ACCRUED BUT UNPAID INTEREST ON THE MATURITY DATE. THE UNPAID PRINCIPAL INDEBTEDNESS EVIDENCED BY THIS NOTE IS PAYABLE IN FULL AT MATURITY. MAKER MUST REPAY THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ACCRUED BUT UNPAID INTEREST THEN DUE. PAYEE IS UNDER NO OBLIGATION TO REFINANCE THIS NOTE AT THAT TIME.

 

CAPTEX BANK

 

PROMISSORY NOTE

 

$4,618,960.00 October 25, 2022

 

FOR VALUE RECEIVED, the undersigned, ADM ENDEAVORS, INC., a Nevada corporation, and JUST RIGHT PRODUCTS, INC., a Texas corporation (together, the “Maker”), jointly and severally, promise to pay to the order of CAPTEX BANK, a Texas banking association (“Payee”) the maximum stated principal sum of Four Million Six Hundred Eighteen Thousand Nine Hundred Sixty and No/100 Dollars ($4,618,960.00), or so much as may be advanced hereunder, on demand, or if not sooner demanded, then at or before the maturity of this Note, with interest on the unpaid balance outstanding from time to time at the rate or rates specified below, both principal and interest payable as provided below in lawful money of the United States of America at the address of Payee set forth below or at such other place as from time to time may be designated by the holder of this Note.

 

I. Interest Rates and Payments

 

Prior to default or maturity, the unpaid principal of this Note from time to time outstanding shall initially bear interest at the fixed rate (“Rate”) of interest per annum equal to five and one-half percent (5.50%). On October 25, 2027 (“Rate Adjustment Date”), the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Maximum Rate”). All interest accruing under this Note shall be calculated on the basis of a 360-day year applied to the actual number of days elapsed.

 

Initially, monthly payments of accrued and unpaid interest shall commence on November 25, 2022 and continue on the same date of each succeeding calendar month through and including April 25, 2024 (“Conversion Date”). Thereafter, monthly principal and interest (“Payments”) in the amount of $26,458.87, which is an amount necessary to amortize the stated principal balance, at the initial Rate, over a 300-month period (the “Amortization Period”), shall be due and payable on May 25, 2024 and continuing thereafter on the same date of each succeeding calendar month through and including October 25, 2032 (“Maturity Date”), on which date all unpaid principal of and accrued interest on this Note shall be due and payable, which shall be a balloon payment. Following the Rate Adjustment Date, the Payments shall be adjusted to an amount necessary to amortize the then remaining principal amount, at the Adjusted Rate, over the remaining term of the Amortization Period. Payments shall be applied first to accrued but unpaid interest on the Note, and then to principal thereunder. Any payment received later that ten (10) days from the due date thereof must be accompanied by a late fee payment in the amount of five percent (5%) of the amount of such monthly payment.

 

All principal and interest which is matured or otherwise past due under this Note shall bear interest at the Maximum Rate, or, if no such rate is designated under applicable law, at the rate of eighteen percent (18%) per annum.

 

PROMISSORY NOTE

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 1

 

 

Maker shall have the right to prepay, without penalty, at any time and from time to time prior to maturity, all or any part of the unpaid principal balance of this Note and all or any part of the unpaid interest accrued to the date of such prepayment, provided that any such principal thus paid is accompanied by accrued interest on such principal. Any partial prepayments of principal shall be applied to installments thereof in the inverse order of maturity. Advances hereunder shall be in accordance with the Construction Loan Agreement (“Loan Agreement”) of even date herewith between Maker and Payee. Amounts advanced hereunder and repaid shall not be available to be drawn again.

 

II. Security

 

This Note is secured by, among other documents and collateral, a (i) two (2) Deeds of Trust and (ii) Third-Party Second Lien Deed of Trust (collectively, the “Deed of Trust”) of even date herewith in favor of MIKE R. THOMAS, Trustee, to which Deed of Trust reference is made for a description of the property covered thereby and the nature and extent of the rights and powers of the holder of this Note in respect of such property.

 

III. Right to Accelerate Upon Default

 

In addition to the demand feature herein, the holder of this Note shall have the option of declaring the principal balance hereof and the interest accrued hereon to be immediately due and payable upon the failure of Maker to pay any installment of the principal of or interest on this Note when due or upon the occurrence of a default specified in the Deed of Trust, the Loan Agreement, or in any other document securing or evidencing the obligations established by this Note (this Note, the Deed of Trust, the Loan Agreement, and any such other documents are called the “Loan Documents” below).

 

IV. Waiver of Conditions and Defenses to Liability

 

Maker and any other party who is or becomes liable to pay all or any part of this Note, or who grants any lien or security interest to secure all or any part of this Note (each called an “other liable party” below), including but not limited to any drawer, acceptor, endorser, guarantor, surety or accommodation party, severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party.

 

Further, Maker and any other liable party severally waive any notice of or defense based upon any agreement or consent of the holder of this Note made or given from time to time, before or after maturity, to any of the following, unless such agreement is reduced to writing and executed by the holder of the Note: the acceleration, renewal or extension of this Note; a change in the time or manner of payments required by this Note; a change in the rates of interest specified in this Note; acceptance or surrender of security; a substitution of security or subordination, amendment or release of security; an addition or release of any other liable party; changes of any sort whatever in the terms of payment of this Note or in the manner of doing business with Maker; and any settlement or compromise with Maker or any other liable party on such terms as the holder of this Note may deem appropriate in its sole and absolute discretion.

 

The holder of this Note may apply all moneys received from Maker or others, or from any security (whether held under a security instrument or not), in such manner upon the indebtedness evidenced or secured by any Loan Documents (whether then due or not) as such holder may determine to be in its best interest, without in any way being required to marshal assets or to apply all or any part of such moneys upon any particular part of such indebtedness. The holder of this Note is not required to retain, hold, protect, exercise due care with respect to, perfect security interests in or otherwise assure or safeguard any security for this Note, and no failure by the holder of this Note to do any of the foregoing and no exercise or failure to exercise by such holder of any other right or remedy shall in any way affect any of Maker’s or any other liable party’s obligations hereunder or under other Loan Documents or affect any security or give Maker or any other liable party any recourse against the holder of this Note.

 

PROMISSORY NOTE

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 2

 

 

V. Usury Savings Provision

 

It is the intent of Maker and Payee in the execution of this Note and all other Loan Documents to contract in strict compliance with applicable usury law. In furtherance thereof, Maker and Payee stipulate and agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, or interest at a rate in excess of the Maximum Rate. Neither Maker nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note shall ever be obligated or required to pay interest on this Note at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Note and any other Loan Documents now or hereafter executed which may be in apparent conflict herewith. Payee expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of this Note shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of existence of the loan evidenced by this Note exceeds the applicable maximum lawful rate, the holder of this Note shall credit the amount of such excess against the principal balance of this Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest; provided, however, that if the principal hereof has been paid in full, such excess shall be refunded to Maker. If the holder of this Note shall receive money (or anything else) which is determined to constitute interest and which would increase the effective interest rate on this Note or the other indebtedness secured by the Loan Documents to a rate in excess of that permitted by applicable law, the amount determined to constitute interest in excess of the lawful rate shall be credited against the principal balance of this Note then outstanding or, if the principal balance has been paid in full, refunded to Maker, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. If the holder of this Note shall not actually receive, but shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and which would increase the effective interest rate contracted for or charged on this Note or the other indebtedness evidenced or secured by the Loan Documents to a rate in excess of that permitted by applicable law, the holder of this Note shall be entitled, following such determination, to waive or rescind the contractual claim, request or demand for the amount determined to constitute interest in excess of the lawful rate, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. By execution of this Note Maker acknowledges that Maker believes the loan evidenced by this Note to be non-usurious and agrees that if, at any time, Maker should have reason to believe that such loan is in fact usurious, Maker will give the holder of this Note notice of such condition and Maker agrees that the holder shall have sixty (60) days in which to make appropriate refund or other adjustment in order to correct such condition if in fact such exists. Additionally, if, from any circumstance whatsoever, fulfillment of any provision hereof or of the Pledge Agreement or any other Loan Documents shall, at the time fulfillment of such provision be due, involve transcending the Maximum Rate then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Rate. The term “applicable law” as used in this Note shall mean the laws of the State of Texas or the laws of the United States, whichever laws allow the greater rate of interest, as such laws now exist or may be changed or amended or come into effect in the future.

 

VI. Miscellaneous

 

Should the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings or if this Note is placed in the hands of attorneys for collection after default, Maker and all endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of this Note in addition to the principal and interest due and payable hereon all the costs and expenses of the holder in enforcing this Note including, without limitation, reasonable attorneys’ fees and legal expenses.

 

This Note and the rights, duties and liabilities of the parties hereunder or arising from or relating in any way to the indebtedness evidenced by this Note or the transaction of which such indebtedness is a part shall be governed by and construed in accordance with the law of the State of Texas and the law of the United States applicable to transactions within such State.

 

PROMISSORY NOTE

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 3

 

 

No amendment of this Note shall be binding unless expressed in a writing executed by Maker and the holder of this Note.

 

Maker certifies, represents, and warrants to Payee that the proceeds hereof are to be used for a commercial purpose and not for personal, family, household, or agricultural purposes.

 

THE PARTIES HERETO VOLUNTARILY AND KNOWINGLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO ANY OF THE LOAN DOCUMENTS.

 

MAKER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY TEXAS OR FEDERAL COURT SITTING IN TARRANT COUNTY, TEXAS, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, AND MAKER HEREBY AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY TEXAS OR FEDERAL COURT SITTING IN TARRANT COUNTY, TEXAS (OR SUCH OTHER COUNTY IN TEXAS) MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO MAKER AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE FIVE DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

 

  MAKER:
Maker’s Address:    
    ADM ENDEAVORS, INC.,
5941 Posey Lane   a Nevada corporation
Haltom City, Texas 76117-5238    
     
  By: /s/ Marc Johnson
    Marc Johnson, CEO
     
    JUST RIGHT PRODUCTS, INC.,
    a Texas corporation
     
  By: /s/ Marc Johnson
    Marc Johnson, President

 

Payee’s Address:

 

CAPTEX BANK, a Texas banking association

106 Hamilton

P.O. Box 4

Trenton, Texas 75490

 

PROMISSORY NOTE

ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.

Page 4