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EXHIBIT 10.5
Form of Promissory Note
PROMISSORY NOTE
Principal Amount: $__________ Atlanta, Georgia
July 1, 1997
FOR VALUE RECEIVED, Intelligent Systems Corporation, a Georgia
corporation (hereinafter called "Maker") promises to pay to ____________________
(hereinafter called "Holder"), at _____________________________________________,
or at such other place as Holder may request, the principal sum of
___________________ Dollars ($_________), plus simple interest accruing from the
date hereof on the unpaid principal balance at eight and one/half percent (8.5%)
per annum. The principal shall be payable in three equal installments on July 1,
1998, July 1, 1999 and July 1, 2000. Interest on the outstanding principal shall
be payable quarterly on January 1, April 1, July 1 and October 1 of each year
beginning October 1, 1997 as long as any principal shall remain outstanding.
Principal and all interest shall be paid in lawful money of the United States of
America. If the due date for any payment of principal or interest falls on a
weekend or federal holiday, such payment shall be due the next business day.
Maker may, at its discretion, prepay this Note, in whole or in part,
without penalty or premium, from time to time. Any payment under this Note shall
be applied first to the discharge of any interest accrued and unpaid at the
time, and the balance, if any, shall be applied to installments of principal in
the order designated by Maker at the time of prepayment.
This Note is subject to the terms and conditions of that certain Stock
Purchase Agreement dated as of July 1, 1997, between Maker, the "Shareholders"
identified therein including Holder, and Q.S., Inc. (the "Purchase Agreement").
Capitalized terms used herein and not herein defined shall have the meanings set
forth in the Purchase Agreement. In the event of any conflict between the terms
of this Note and the Purchase Agreement, the Purchase Agreement shall control.
Amounts payable under this Note are subject to certain setoff rights under the
Purchase Agreement. If QS consummates an SEC-registered public offering of its
common stock or of the common stock of a successor to the QS Business that
engages in the same business as QS, all principal and interest outstanding under
this Note shall be due and payable by Maker thirty (30) days thereafter.
This Note shall be governed by the laws of Georgia, USA. This Note
shall not be transferred or assigned by Holder without Maker's express prior
written consent.
If all or any portion of the indebtedness evidenced hereby shall be
collected by or through a legal representative or agent, Holder shall be
entitled to collect from Maker all costs of collection, including reasonable
legal fees, actually and reasonably incurred by Xxxxxx.
PRESENTMENT, DEMAND FOR PAYMENT, PROTEST, NOTICE OF PROTEST OR
DISHONOR, AND ALL OTHER NOTICES ARE HEREBY WAIVED BY MAKER.
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IN WITNESS WHEREOF, the undersigned has executed this Note, as Maker on
the day and year first written above.
MAKER:
INTELLIGENT SYSTEMS CORPORATION
By:
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Its:
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