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EXHIBIT 10.5
REVOLVING NOTE
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Dated as of
Up to $800,000.00 January 1, 1998
Affiliated Networks, Inc., a Florida corporation (the "BORROWER"), for
value received, unconditionally promises to pay on demand to the order of DAS
Consulting, Inc., a Florida corporation (the "LENDER"), the principal sum of
Eight Hundred Thousand Dollars ($800,000.00) (the "MAXIMUM LOAN AMOUNT") or, if
less, the aggregate unpaid principal amount of all revolving loans made from
time to time under this Revolving Note to the Borrower, in each case, together
with the then outstanding interest on the principal amount, which interest shall
accrue at the rate of two and one-half percent (2.5%) over the prime rate per
annum on the borrowed amount. Interest shall be computed for the actual number
of days elapsed on the basis of a year consisting of 360 days and twelve - 30
day months. Payment of both principal and interest are to be made in lawful
currency of the United States of America in immediately available funds. Subject
to the Maximum Loan Amount, to the extent that the Borrower has repaid any
principal amount at any time, such amount shall again be available for borrowing
hereunder.
In the event that: (i) the Borrower files a petition in bankruptcy or a
petition seeking reorganization in a case or proceeding under any applicable
bankruptcy, insolvency or similar law providing for the liquidation,
reorganization or winding-up of corporations, or (ii) Xxxxx Xxxxxxxx ceases to
be employed by the Borrower, then all amounts of principal and interest shall be
immediately due and payable in the manner specified herein and this Revolving
Note shall automatically terminate.
The Borrower agrees to pay (i) all expenses, including reasonable
attorneys' fees and expenses, incurred by the holder of this Revolving Note in
endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise, and (ii) to reimburse the Lender for
any and all Florida state taxes, recurring or otherwise, incurred in connection
with this Revolving Note and the obligations set forth herein.
This Revolving Note is governed by the laws of the State of Florida.
IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be
executed and delivered in the county of Xxxxxx, in the State of Georgia as of
the date hereof.
AFFILIATED NETWORKS, INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: President
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STATE OF Georgia )
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) SS:
COUNTY OF Xxxxxx )
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The foregoing instrument was acknowledged before me this 15th
day of March, 1999, by Xxxxx Xxxxxxxx, who is personally known to me
or has produced a driver's license as identification.
/s/ Xxxxxxx X. Xxxx
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Printed Name: Xxxxxxx X. Xxxx
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Notary Public
My Commission Expires:
[NOTARY STAMP]
Notary Public, Xxxxxx County, Georgia
My Commission Expires Jan. 4, 20__ (illegible date)
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