Exhibit 10.35
COMMERCIAL DEMAND NOTE
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Amount City, State Date Debtor Name
$750,000 Dayton, Ohio July 2, 1998 UES, Inc.
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Term: Demand on December 31, 1998, unless extended, in writing, by mutual
agreement.
ON DEMAND, for value received, the undersigned ("Debtor") promises to pay to
the order of PARAVANT COMPUTER SYSTEMS INC. which has its principal place of
business in MELBOURNE, FLORIDA. $750,000.00 Dollars in lawful money of the
United States, together with interest payable commencing on July 2, 1998, and
monthly thereafter and on demand. Prior to demand, principal and any overdue
interest shall bear interest computed daily (on the basis of a 360-day year and
actual days elapsed) at a rate which is 7 percent per annum.
If Debtor fails to pay any amount due hereunder, or any fee in connection
herewith, in full within ten (10) days after its due date or the date of demand
therefore, whichever is applicable, Debtor, in each case will incur and shall
pay a late fee equal to the greater of twenty dollars ($20.00) or five percent
(5%) of the unpaid amount. The payment of a late charge will not impair any
holder's right to demand repayment of this note.
Except as otherwise agreed in writing, payments will be applied first to
accrued but unpaid interest and fees, in that order, on an invoice by invoice
basis in the order of their respective due dates, until paid in full, then to
late charges and then to principal.
If this note is not paid in full on demand, the interest rate otherwise in
effect hereunder shall be increased by three percent (3%) annum, provided that
in no event shall the principal of and interest on this note bear interest
after demand at a rate less than the interest rate actually in effect hereunder
immediately after demand.
Debtor and the undersigned guarantors, if any, hereby authorize Paravant
Computer Systems Inc. to share all credit and financial information relating to
Debtor and the undersigned guarantors, if any, with any subsidiary or affiliate
company of Paravant Computer Systems Inc. or Paravant Computer Systems Inc.'s
parent company.
In no event shall the interest rate in effect on this note exceed the maximum
rate permissible under the law governing this note.
If debtor consists of more than one Person, Debtor shall be jointly and
severally liable on this note.
Any holder's delay or omission in the exercise of any right under this note
shall not operate as a waiver of that right or of any other right under this
note.
If any provision of this note is determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable provision were not
contained herein.
During the term of this note and until the obligation is satisfied in full,
UES, Inc. grants and Paravant Computer Systems Inc. shall retain as
collateral, UES, Inc. shares of Paravant Computer Systems Inc. in the
amount of approximately 1,448,775 common shares. UES, Inc.'s certificate
for the aforementioned shares shall be retained in the possession of Paravant
Computer Systems Inc. pending satisfaction in full of this note.
This note and the Related Writings set forth the entire agreement between the
parties regarding the transactions contemplated hereby, and supersede all prior
agreements, commitments, discussions, representations and understandings,
whether written or oral, and any and all contemporaneous oral agreements,
commitments, discussions, representation, and understandings between the
parties relating to the subject matter hereof.
No amendment, modification, or supplement to this note or Related Writings
shall be binding unless executed in writing by all parties thereto, and this
provision shall not be subject to waiver by any party and shall be strictly
enforced.
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This note shall be governed by the law of the state in which Paravant Computer
Systems Inc. has its principal place of business.
Xxxxxx and the undersigned guarantors, if any jointly and severally authorize
any attorney-at-law to appear in any state or federal court of record in the
United States after demand; to waive the issuance and service of process; to
confess judgment against Xxxxxx and/or any undersigned guarantor in favor of
the holder of this note for the amount then appearing due, together with
interest and costs of suit; and to release all errors and waive all rights of
appeal and stay of execution. If any judgment against Xxxxxx and/or any
undersigned guarantor is vacated for any reason, this warrant of attorney may
be used to obtain additional judgments.
UES. Inc.
By: s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chairman
FOR VALUE RECEIVED, each undersigned guarantor (a) consents to the provision of
the note, including, without limitation, the warrant of attorney; (b)
Guarantees, absolutely and unconditionally, and jointly and severally with
other undersigned guarantors, if any, the prompt payment in full of the note
(and any extensions thereof in whole or in part) when due and whether or not
the holder of the note shall resort or shall have resorted to any other Obligor
or to security, if any; (c) waives presentment, demand for payment, notice of
dishonor and every other find of notice to which the undersigned guarantor
might be entitled but for this waiver; and (d) waives any and all claims,
rights or remedies the undersigned guarantor may now have or hereafter acquire
against Debtor that arises from the undersigned guarantor's performance
hereunder or is in any way related hereto, including without limitation,
subrogation, reimbursement, contribution or indemnification, whether direct or
indirect or arising by contract, law, equity or otherwise; and (e) agrees that
the liability of the undersigned guarantor(s) shall not be affected by any act,
omission or course of dealing on the part of the holder including, without
limitation, any extension of time, any release or exchange of security
(irrespective of the consideration, if any, received therefore) or any other
indulgence granted to any Obligor, in each case whether with nor without notice
to the undersigned guarantor(s).
By: s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Individually
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