AMENDED AND RESTATED NOTE
-------------------------
$285,000 WORCESTER, MASSACHUSETTS
OCTOBER 3, 2002
FOR VALUE RECEIVED, the undersigned, LOCATPLUS HOLDINGS CORPORATION, a
Delaware corporation with a place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx
000X, Xxxxxxx, XX 00000 (the "Borrower"), hereby promises to pay
GEMSTONE INVESTMENT COMPANY, INC.
an investment corporation, duly established under law (the "Lender"), OR ORDER,
ON DEMAND, at its principal office at 000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000, the
principal sum of
TWO HUNDERED EIGHTY-FIVE THOUSAN DOLLARS ($285,000)
plus such additional interest as hereinafter provided.
Commencing November 3, 2002, interest in the amount of $10,000 each month
shall be charged by the Lender.
This Note is issued pursuant to, is entitled to the benefits of, and
secured by the provisions of a Loan Agreement between the parties dated June 4,
2002, as a mended by Loan Modification Agreement of even date (the "Loan
Agreement"), but neither this reference to the Load Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
Borrower to pay the amounts due under this Note as herein provided.
All principal outstanding hereunder (together with any and all accrued and
unpaid interest thereon) and other amounts due hereunder shall become
immediately due and payable, upon demand by the Lender, without further
presentment, demand, protest or notice of protest.
Upon demand, the Lender shall have the right to institute any proceedings
upon this Note and any collateral given to secure the same for the purposes of
collecting said principal and interest with costs and expenses, or of protecting
any security connected herewith, and shall have, among other remedies, all of
the rights of a secured party under the Uniform Commercial Code of
Massachusetts.
In case this Note shall not be paid in full whenever it shall become due,
the Borrower and any endorser or guarantor hereof agree to pay all costs and
expenses of collection, including court costs and reasonable attorneys' fees.
The Borrower and each guarantor, endorser or other person now or hereafter
liable for the payment of any of the indebtedness evidenced by this Note,
severally agrees, by making guaranteeing or endorsing this Note or by making any
agreement to pay any of the indebtedness evidenced by this Note, to waive
presentment for payment, protest and demand, notice of protest, demand and of
dishonor and non-payment of this Note, and consents without notice or further
assent (a) to the substitution, exchange, or release of the collateral, if any,
securing this Note or any part thereof at any time; (b) to the acceptance or
release by the holder or holders hereof at any time of any time of any
additional collateral or security for or other guarantors of this Note; (c) to
the modification or amendment, at any time and from time to time, of this Note,
and any instrument securing this Note, at the request of any person liable
hereon; (d) to the granting by the holder hereof of any extension of the time
for payment of this Note or for the performance of the agreements, covenants,
and conditions contained in this Note, or any instrument securing this Note, at
the request of any erson liable hereon; and (e) to any and all forbearances and
indulgences whatsoever. Such consent shall not alter not diminish the liability
of any person.
The indebtedness evidenced by this Note is secured by a Security Agreement
and Pledge Agreements dated June 4, 2002, and is guaranteed by a Guaranty of Xxx
X. Xxxxxxxxx, which is secured by a Mortgage on real estate located at 000 Xxxx
Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx.
This Note shall be joint and several obligation of the Borrower and all
sureties, guarantors and endorsers, and shall be binding upon them and their
respective successors and assigns and each or any of them.
This Amended and Restated Note is an amendment, restatement and
substitution for the Promissory Note from the Borrower to the Lender dated June
4, 2002 in the amount of $750,000.00, as amended by Amendment to Promissory Note
dated August 30, 2002.
IN WITNESS WHEREOF, the Borrower has executed this Note by its duly
authorized officer as an instrument under seal as of the day and year first
above written.
LOCATEPLUS HOLDINGS
CORPORATION, Borrower
By: /s/ Xxx X. Xxxxxxxxx
------------------------
Xxx X. Xxxxxxxxx, President
