-----------------------------------------------------------------------------
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED
("FEDERAL ACT"), THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED ("GEORGIA
ACT") OR ANY OTHER STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE IS
EFFECTIVE UNDER THE FEDERAL ACT, THE GEORGIA ACT AND ANY OTHER APPLICABLE
STATE SECURITIES LAWS, OR THE HOLDER HAS DELIVERED TO PAYOR AN OPINION OF
COUNSEL TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
-----------------------------------------------------------------------------
TERM NOTE
$426,000.00 August 29, 1997
Norcross, Georgia
FOR VALUE RECEIVED, the undersigned, PaySys International, Inc., a
Florida corporation ("Payor") hereby promises to pay to the order of
INTELLIGENT SYSTEMS CORPORATION, a Georgia corporation ("Holder"), the
principal sum of Four Hundred and Twenty-Six Thousand dollars ($426,000.00)
on September 15, 1997 (the "Maturity Date"). Payor further promises to pay
to the order of Holder interest on the outstanding principal balance of this
Note at the simple interest rate per annum of fourteen percent. Interest and
principal shall be due on the Maturity Date. Principal and interest payments
due hereunder shall be paid at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
00000, or such other address as Holder may designate in writing to Payor.
Prepayment. This Note may be prepaid in whole or part at any time or
from time to time without fee, penalty or premium.
Application of Payments. Any payments made under this Note shall be
applied first to the reduction of reduction of interest and secondly to the
reduction of the principal.
Default and Acceleration. Each of the following shall constitute an
Event of Default:
(a) Any payment due hereunder has become due and has not been paid
in full on the date on which the payment became due.
(b) A receiver, liquidator, or trustee of Payor or of any property
of Payor shall be appointed by court order; or Payor shall be
adjudged bankrupt or insolvent; or any of the property of
Payor shall be sequestered by court order; or a petition shall
be filed against Payor under any bankruptcy, reorganization,
or insolvency law and shall not be dismissed within thirty
(30) days after such filing.
(c) Payor shall file a petition in voluntary bankruptcy or
requesting reorganization under any provision of any
bankruptcy, reorganization, or insolvency law or shall consent
to the filing of any petition against it under such law.
1
(d) Payor shall make a formal or informal assignment for the
benefit of its creditors or admit in writing its inability to
pay its debts generally when they become due or shall consent
to the appointment of a receiver, trustee, or liquidator of
all or any part of the property of Payor.
Upon the occurrence of any such Event of Default, this Note shall, at
the option of Holder, become immediately due and payable without notice or
demand. Payor acknowledges that Holder may recover any amounts due and
unpaid under this note by means of the garnishment or attachment of property
of Payor.
Attorney's Fees. If this Note is collected by legal action or through
an attorney at law, Payor shall pay all costs of collection, including
reasonable attorney's fees equal to 15 percent (15%) of the principal owing.
Time. Time is of the essence of this Note.
Waiver. Demand, presentment, dishonor, protest, and notice of dishonor
or protect are hereby waived by Payor.
Forbearance. Holder shall not be deemed to waive any rights under this
Note unless such waiver is in writing and signed by Holder, and no delay or
omission by Holder in exercising any rights shall operate as a waiver of such
rights. A waiver of any right on one occasion shall not be construed as a
waiver of or an agreement to waive such right on subsequent occasions nor as
a waiver of any other right or remedy then or thereafter existing.
Applicable Law. This Note has been made and delivered in the State of
Georgia and shall be governed by and enforced in accordance with the laws of
this State, without giving effect to principles of conflict of laws.
IN WITNESS WHEREOF, Payor has caused this Note to be executed and
delivered on the date shown above.
PaySys International, Inc.
By:
-----------------------------------
Xxxxxxx Xxxxxxx
Senior Vice President
and Chief Financial Officer
ATTEST:
-----------------------------------
Secretary
2
