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EXHIBIT 10.36
EXECUTION ORIGINAL
MASTER NOTE
$100,000.00 January 23, 1998
Maximum Loan Amount Original Issue Date
FOR VALUE RECEIVED, the undersigned, InsureRate, Inc., a Georgia
corporation ("Borrower"), promises to pay to the order of HomeCom
Communications, Inc., a Georgia corporation ("Lender"), at the principal office
of Lender, or at such other place as Lender may designate, the principal sum of
up to One Hundred Thousand and No/100 Dollars ($100,000.00) (the "Maximum Loan
Amount"), pursuant to advance requests made by the Borrower in the form attached
hereto as Exhibit A, together with interest on each such advance at the
Applicable Federal Rate, as such term is defined in Section 1274(d)(1) of the
Internal Revenue Code of 1986, as amended (the "Applicable Interest Rate"),] in:
(a) a lawful money of the United States of America; or (b) common stock of the
Borrower, having a value on the Payment Date (as defined below) equal to the
aggregate principal amount advanced to the Borrower, together with interest
thereon as set forth herein; provided, that the Borrower shall have the option
to repay the Lender on the Payment Date in either lawful money of the United
States of America or in shares of common stock of the Buyer. Interest shall be
calculated on the basis of actual number of days elapsed over a year of 360
days. Xxxxxxx borrowed hereunder and repaid or prepaid by Borrower may not be
reborrowed.
The outstanding principal balance advanced to Borrower plus accrued but
unpaid interest thereon shall be payable on the tenth (10th) anniversary of the
Original Issue Date of this Note (the "Payment Date").
If the day on which a payment is due pursuant to the terms of this Note
is not a day on which banks in the State of Georgia are generally open, such
payment shall be due on the next occurring business day.
If any default in payment or any other default occurs hereunder, then
the entire indebtedness evidenced hereby shall, at the option of Lender and
without notice to Borrower, at once become due and payable and may be collected
forthwith. So long as any default exists hereunder, interest shall accrue on
each amount of outstanding principal balance advanced to the Borrower at the
Applicable Interest Rate on each such advanced amount plus the interest rate of
two percent (2%) per annum. Time is of the essence of this Note. In the event
this Note, or any part thereof, is collected by or through an attorney-at-law,
Xxxxxxxx agrees to pay all costs of collection including, but not limited to,
reasonable attorneys' fees.
This Note may be prepaid in whole or in part, without additional
interest or prepayment charges. No failure to accelerate the debt evidenced
hereby by reason of default hereunder, acceptance of a partial or past due
payment, 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 Lender
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 any applicable laws; and Borrower 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 Borrower under this Note,
either in whole or in part, unless Xxxxxx agrees otherwise in writing. This Note
may not be changed
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orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
Presentment for payment, demand, protest and notice of demand, protest
and nonpayment and all other notices are hereby waived by Xxxxxxxx. Borrower
hereby further waives and renounces, to the fullest extent permitted by law, all
rights to the benefits of any statute of limitations and any moratorium,
reinstatement, marshaling, forbearance, valuation, stay, extension, redemption,
appraisement, exemption and homestead now or hereafter provided by the laws of
the United States of America and of each state thereof, both as to itself and in
and to all of Borrower's property, against the enforcement and collection of the
obligations evidenced by this Note or any other loan documents.
If, from any circumstances whatsoever, fulfillment of any provision of
this Note, 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 exaction be possible under this
Note or under any other loan documents 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 "Borrower" and "Lender" shall be deemed to
include their respective heirs, executors, legal representatives, successors,
successors-in-title and assigns, whether by voluntary action of the parties or
by operation of law.
IN WITNESS WHEREOF, Xxxxxxxx has executed this Note under seal as of
the date first above written.
WITNESS: BORROWER:
----------------------------------- INSURERATE, INC.
Print Name:
-------------------------
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
Acknowledged and Agreed:
LENDER:
HOMECOM COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: President
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EXHIBIT A
ADVANCE REQUEST NO. ___
Pursuant to the attached Master Note dated January 23, 1998,
the undersigned hereby elects to have advanced to it by HomeCom Communications,
Inc. (the "Lender") the principal amount of __________________ and __/00 Dollars
($__________)(the "Advanced Amount").
The date of this Advance Request shall be _______ __, ____.
Interest on the Advanced Amount shall accrue at the Applicable Interest Rate (as
defined in the Master Note) as of the date hereof. Subject to the terms and
conditions of the Master Note, the Advanced Amount and the accrued interest
thereon shall be due and payable by the Borrower on the Payment Date (as defined
in the Master Note).
The undersigned hereby acknowledges and agrees that should the
Advanced Amount requested hereunder cause the aggregate principal amount to be
advanced by the Lender pursuant to the Master Note to exceed the Maximum Loan
Amount (as defined in the Master Note), the Lender shall be obligated only to
advance to the Borrower such amount as will not cause the aggregate principal
amount advanced by the Lender to the Borrower to exceed the Maximum Loan Amount.
IN WITNESS WHEREOF, the undersigned has executed this Advance
Request No. ___ on the date set forth in the second paragraph hereof.
INSURERATE, INC.
By:
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Name:
Title:
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