Exhibit 10.2
SECURED DEMAND NOTE
Robesonia, Pennsylvania
$130,000.00 December 27, 2004
FOR VALUE RECEIVED, the undersigned, CIMNET, INC., a Delaware
corporation ("Borrower"), promises to pay to the order of Xxxx X. Xxxxxxxxxx
(the "Lender"), or at such other address as the holder of this note shall
direct, the principal sum of one hundred thirty thousand (130,000), pursuant to
that certain Loan and Security Agreement between Borrower and Lender, dated as
of even date herewith (the "Security Agreement"), plus interest as hereinafter
provided. The entire balance of principal, accrued interest, and other fees and
charges shall be due and payable on DEMAND.
This Note shall bear interest on the unpaid principal balance hereof
from time to time at a rate equal to prime plus 1% per annum. Principal of, and
interest on, this Note shall be payable in lawful money of the United States of
America.
In the event any payment of principal or interest on this Note is not
paid in full when due, or if any other default or event of default occurs under
the Security Agreement or any other present or future instrument, document, or
agreement between Borrower and Lender, Lender may, at his option, at any time
thereafter, declare the entire unpaid principal balance of this Note plus all
accrued interest to be immediately due and payable.
Xxxxxxxx agrees to pay all costs and expenses (including without
limitation reasonable attorneys' fees) incurred by Xxxxxx in connection with or
related to this Note, or its enforcement, whether or not suit be brought.
Borrower hereby further waives presentment, demand for payment, notice of
dishonor, notice of nonpayment, protest, notice of protest, and any and all
other notices and demands in connection with the delivery, acceptance,
performance, default, or enforcement of this Note, and Borrower hereby waives
the benefits of any statute of limitations with respect to any action to
enforce, or otherwise related to, this Note.
This Note is secured by the Security Agreement and all other present
and future security agreements between Borrower and Lender, if any. Nothing
herein shall be deemed to limit any of the terms or provisions of the Security
Agreement or any other present or future document, instrument or agreement,
between Borrower and Lender, and all of Lender's rights and remedies hereunder
and thereunder are cumulative.
In the event any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, the same shall not
affect any other provision of this Note and the remaining provisions of this
Note shall remain in full force and effect.
No waiver or modification of any of the terms or provisions of this
Note shall be valid or binding unless set forth in a writing signed by a duly
authorized officer of Xxxxxx, and then only to the extent therein specifically
set forth.
This Note is payable in, and shall be governed by, the internal laws of
the Commonwealth of Pennsylvania.
BORROWER:
CIMNET, INC.
By: /s/ XXXX XXXXX
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Name: Xxxx Xxxxx
Title: Vice President Integration
Services
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