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EXHIBIT 10.3
LINE OF CREDIT NOTE
SYNERGEX INTERNATIONAL CORPORATION, a California corporation with its
principal place of business at 0000 Xxxx Xxxxxx Xxx, Xxxx Xxxxx, Xxxxxxxxxx
00000 ("Synergex"), and REGISTRY MAGIC INCORPORATED, a Florida corporation with
its principal place of business at 0000 XXX Xxxxxxxxx, Xxxxx 000-000, Xxxx
Xxxxx, Xxxxxxx 00000 ("RMAG"), agree as follows:
1. Advances. Registry will advance to Synergex up to Fifty
Thousand Dollars ($50,000) per month (or a total of $150,000) between April 1,
2000 and June 30, 2000, which funds shall be used to pay salaries and benefits
to the persons described in Exhibit A attached hereto. Advances hereunder will
be made by RMAG at the written request of Xxxxxxx X. Xxxx, President and Chief
Executive Officer of Synergex (or such other persons as Synergex may authorize),
who is authorized to request advances and direct the disposition of any such
advances until written notice of the revocation of such authority is received by
RMAG at the office designated below. Any such advances will be conclusively
presumed to have been made to or for the benefit of Synergex when RMAG believes
in good faith that such requests and directions have been made by authorized
persons.
3. Repayment. In the event that the planned merger between
Synergex and RMAG does not close, Synergex promises to pay to the order of RMAG
the principal sum of One Hundred Fifty Thousand Dollars ($150,000) or so much
thereof as may have been advanced and outstanding hereunder, with interest
thereon at the rate per annum equal to the Prime Rate as published in The Wall
Street Journal, as in effect from time to time, plus two percent, in accordance
with the provisions of this note. The principal amount outstanding plus interest
will be payable in full in thirty-six (36) equal monthly payments beginning on
July 1, 2000 (unless extended by RMAG). Synergex shall make payments in lawful
money of the United States of America and in immediately available funds. All
payments shall be made to RMAG at such place as RMAG, through its Chairman, may
direct.
4. Default. Upon Synergex's failure to pay timely all or any
portion of the amounts specified above under this note within thirty (30) days
of the due date ("Default"), RMAG may, at its sole discretion, take any one or
more of the following actions:
(a) Declare all sums of principal and interest outstanding
hereunder immediately due and payable; or
(b) Enforce Synergex's obligation under this note by court action;
or
(c) In the sole discretion of RMAG, upon a determination of
hardship, grant an extension of time for payment by Synergex
provided that interest shall continue to accrue; or
(d) Take any action provided or allowed by law or this Agreement.
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All of RMAG's rights and remedies, whether evidenced hereby or by any other
writing, shall be cumulative and may be exercised singularly or concurrently.
Election by RMAG to pursue any remedy shall not exclude any other remedy.
5. Collateral. This note is secured by a security interest in
Synergex's inventory and assets, junior in priority to any security interest of
Synergex's banks. Synergex, to the extent permitted by law, waives presentment,
protest and demand, notice of protest, notice of demand and dishonor, and notice
of nonpayment of this note.
6. Collection. In any actions (a) to enforce or collect payment
on this note, whether or not legal action is instituted or prosecuted to
judgment, or (b) to enforce any judgment obtained in any related legal
proceeding, RMAG shall be entitled to all costs and expenses incurred, including
attorneys' fees.
7. Modification or Amendment. The provisions of this Agreement
may be modified at any time by agreement of the parties. Any such agreement
hereafter made shall be ineffective to modify this Agreement in any respect
unless in writing and signed by the parties against whom enforcement of the
modification or discharge is sought.
8. Waiver. Any of the terms or conditions of this Agreement may
be waived at any time by the party entitled to the benefit thereof, but no such
waiver shall affect or impair the right of the waiving party to require
observance, performance or satisfaction either of that term or condition as it
applies on a subsequent occasion or of any other term or condition hereof.
9. Governing Law. The rights and obligations of the parties and
the interpretation and performance of this Agreement shall be governed by the
law of California, excluding its conflict of laws rules.
REGISTRY MAGIC INCORPORATED SYNERGEX INTERNATIONAL CORPORATION
By: By
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(Xxxxxxxx Xxxxx) (Xxxxxxx X. Xxxx)
Its Chairman Its President and Chief Executive Officer
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EXHIBIT A
[List of persons to be determined by the parties]
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