PROMISSORY NOTE AND PLEDGE AGREEMENT
$1,000,000 October 18, 2000
FOR VALUED RECEIVED, Allan I. Brown (the "Maker") promises to pay Simon Marketing, Inc., a Delaware
corporation (the "Company"), the sum of ONE MILLION and 00/00 Dollars ($1,000,000).
SECTION 1. PRINCIPAL AND INTEREST. The unpaid principal balance of this Promissory Note and Pledge
Agreement (the "Note") shall be paid in full, together with all accrued but unpaid interest, as provided in Section
11.2 of the Employment Agreement between the Maker and the Company, dated September 1, 1999 (the
"EMPLOYMENT AGREEMENT"). This Note shall bear interest (computed on the basis of the actual number
of days elapsed over a 365-day year) on the unpaid principal amount hereof at a rate per annum equal to six and
three tenths percent (6.3%), compounded annually. Interest shall be based upon the Federal short-term interest
rate, and restated on July 1 of each year. All accrued interest shall be payable at maturity of this promissory note.
All payments hereunder shall be made in immediately available funds.
SECTION 2. PREPAYMENT. The Maker may at any time prepay all or a portion of the unpaid principal
amount of this Note without penalty or premium, together with all accrued but unpaid interest on the amount so
prepaid to the date of prepayment.
SECTION 3. EVENT OF DEFAULT. For the purposes of this Note an "Event of Default":
the Maker shall default in the payment of principal of or interest on this Note after the same becomes due and
SECTION 4. RIGHTS UPON DEFAULT. Upon the occurrence of an Event of Default, (a) the principal of and
accrued interest in respect of this Note shall become due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have
all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform
In case of an Event of Default and the