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EXHIBIT 10.1
PROMISSORY NOTE
$____________________ MARCH 12, 1997
_______________________ (hereinafter referred to as "Maker"), for
value received, hereby promises to pay to the order of TOWNE SERVICES, INC., a
Georgia corporation (hereinafter referred to as "Payee"), the aggregate
principal sum of _______________________ ______________ (_____________) on the
earlier of (i) December 31, 1999 or (ii) the date that Maker sells any shares of
capital stock of Payee that are held by Maker, together with interest on the
unpaid principal balance at the rate of 8.75% per annum, compounded annually.
The principal hereof and the interest thereon are payable at 0000 Xxxxx Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, or at such other place as Payee may
from time to time designate to Maker in writing, in coin or currency of the
United States of America.
Maker may, at any time and from time to time, prepay all or any
portion of the principal of this Note remaining unpaid, without penalty or
premium. Prepayments shall be applied first to the payment of accrued but unpaid
interest on this Note and the balance to principal.
If any of the following events (an "Event of Default") shall occur
and be continuing for any reason whatsoever (and whether such occurrence shall
be voluntary or involuntary or come about or be effected by operation of law or
otherwise), then this Note shall thereupon be and become, forthwith due and
payable, without any further notice or demand of any kind whatsoever, all of
which are hereby expressly waived:
(a) If Maker defaults in the payment of principal or
interest on this Note when and as the same shall become due and
payable and such default continues for 20 days after Maker receives
notice from Payee of such default; or
(b) If Maker makes an assignment for the benefit of
creditors or admits in writing an inability to pay his or its debts
generally as they become due;
(c) If an order, judgment or decree is entered
adjudicating Maker bankrupt or insolvent;
(d) If Maker petitions or applies to any tribunal for
the appointment of a trustee or receiver of Maker, or of any
substantial part of the assets of Maker, or commences any
proceedings relating to Maker under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in
effect; or
(e) If any such petition or application is filed, or any
such proceedings are commenced, against Maker, and Maker by any act
indicates its approval thereof, consent thereto, or acquiescence
therein, or an order is entered appointing any such trustee or
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receiver, or approving the petition in any such proceedings, and
such order remains unstayed and in effect for more than 90 days.
This Note is with full recourse to any assets of Maker.
Any failure on the part of Payee at any time to require the
performance by Maker of any of the terms or provisions hereof, even if known,
shall in no way affect the right thereafter to enforce the same, nor shall any
failure of Payee to insist on strict compliance with the terms and conditions
hereof be taken or held to be a waiver of any succeeding breach or of the right
of Payee to insist on strict compliance with the terms and conditions hereof.
Time is of the essence.
This Note shall be governed by, and enforced and interpreted in
accordance with, the laws of the State of Georgia without regard to the
principles of conflict of laws.
In the event this note, or any part hereof, is collected by or
through an attorney-at-law, Xxxxx agrees to pay all costs of collection
including, but not limited to, attorneys' fees equal to 15% of the principal and
interest then due. In the event that Maker fails to make any payment when due,
Payee shall provide written notice of default to Maker, which notice shall allow
Maker ten (10) days from the date of receipt of such notice in which to cure
such default. If such default is not cured within the time allowed, the balance
hereof shall be deemed to be immediately accelerated without further notice to
Maker.
IN WITNESS WHEREOF, Maker has executed this Note under seal as of
the date first set forth above.
MAKER:
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