Exhibit 10.4
REVOLVING NOTE
$125,000.00 August 29, 2002
Jacksonville, North Carolina
FOR VALUE RECEIVED, the undersigned, PALADYNE CORP., a Delaware
corporation ("Paladyne"), E-COMMERCE SUPPORT CENTERS, INC., a North Carolina
corporation and a wholly-owned subsidiary of Paladyne ("ECSC") (Paladyne and
ECSC, together, are hereinafter referred to as "Maker"), jointly and severally,
promise to pay to the order of MARKET CENTRAL, INC., a Delaware corporation
(together with its successors and assigns, hereinafter referred to as "Payee";
Payee and any subsequent holder(s) hereof being hereinafter referred to
collectively as "Holder"), at the office of Payee at 0000 Xxxxxxx Xxxxx, Xxxxx X
0000, Xxxxxxx, Xxxxxxx 00000, or at such other place as Holder may designate to
Maker in writing from time to time, the principal sum of ONE HUNDRED TWENTY FIVE
THOUSAND AND NO/100THS DOLLARS ($125,000.00), or so much thereof as may be
disbursed pursuant to the terms and conditions of the Loan Documents (as that
term is hereinafter defined), together with interest on so much thereof as is
from time to time outstanding and unpaid, at the rate set forth in that certain
Loan and Security Agreement, dated even date herewith (the "Loan Agreement"),
between Payee and Maker, in lawful money of the United States of America, such
principal and interest to be paid in the manner described in Article II of the
Loan Agreement.
It is hereby expressly agreed that should any Default, as defined in
the Loan Agreement, occur, then, and in such event, the principal indebtedness
evidenced hereby, and any other sums advanced hereunder or under the Loan
Documents (as that term is hereinafter defined), or any of them, together with
all unpaid interest accrued thereon, shall, at the option of Holder and without
notice or demand to Maker, at once become due and payable and may be collected
forthwith, regardless of the stipulated date of maturity. In the event that
Holder determines in its discretion not to accelerate this Note upon the
occurrence of a Default, interest shall accrue on the outstanding principal
balance of this Note at the rate equal to two percent (2%) per annum in excess
of the then applicable rate hereunder for so long as such Default continues
regardless of whether such Default is cured during any applicable cure period.
Time is of the essence of this Note. Xxxxx agrees to pay all costs and expenses
of collection of the indebtedness evidenced by this Note including reasonable
attorney's fees, and other legal and court costs.
Presentment for payment, demand, protest and notice of demand,
dishonor, protest and non-payment and all other notices are hereby waived by
Maker. No failure to accelerate the debt evidenced hereby by reason of default
hereunder, acceptance of a past due installment, or indulgences granted from
time to time shall be construed: (i) as a novation of this Note or as a
reinstatement of the indebtedness evidenced hereby or as a waiver of such right
of acceleration or of the right of Holder thereafter to insist upon strict
compliance with the terms of this Note, or (ii) to prevent the exercise of such
right of acceleration or any other right granted hereunder or by the laws of the
State of North Carolina; and Maker hereby expressly waives the benefit of any
statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the
foregoing. No extension of the time for the payment of this Note or any
installment due hereunder, made by agreement with any person now or hereafter
liable for the payment of this Note, shall operate to release, discharge,
modify, change or affect the original liability of Maker under this Note, either
in whole or in part, unless Xxxxxx agrees otherwise in writing. This Note may
not be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification or discharge is
sought.
The indebtedness evidenced by this Note and the obligations created
hereby are secured by the Collateral (as such term is defined in the Loan
Agreement), pursuant to the Loan Agreement (the Loan Agreement and all other
documents evidencing, securing or in any way relating to the indebtedness
evidenced hereby, herein referred to collectively as the "Loan Documents;" some
of which Loan Documents were or are to be filed of record in the appropriate
public records).
This Note is to evidence loans now being made by Payee to Maker and/or
additional loans to Maker which may be made from time to time by Payee in the
future in accordance with the Loan Documents. All such loans shall be evidenced
by this Note and shall be subject to its terms.
This Note is intended as a contract under and shall be construed and
enforced in accordance with the laws of the State of North Carolina.
If from any circumstances whatsoever, fulfillment of any provision of
this Note or of any other instrument evidencing or securing the indebtedness
evidenced hereby, at the time performance of such provision shall be due, shall
involve transcending the limit of validity presently prescribed by any
applicable usury statute or any other applicable law with regard to obligations
of like character and amount, then the obligation to be fulfilled shall be
reduced to the limit of such validity so that in no event shall any action be
possible under this Note or under any other instrument evidencing or securing
the indebtedness evidenced hereby that is in excess of the current limit of such
validity, but such obligation shall be fulfilled to the limit of such validity.
As used herein, the terms "Maker" and "Holder" shall be deemed to
include their respective heirs, successors, legal representatives and assigns,
whether by voluntary action of the parties or by operation of law.
[Signatures appear on following page]
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IN WITNESS WHEREOF, Xxxxx has executed this Note under seal as of the
date first above written.
Maker:
PALADYNE CORP.
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
[CORPORATE SEAL]
E-COMMERCE SUPPORT CENTERS, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: President and Chief Executive
Officer
[CORPORATE SEAL]
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