Sample Business Contracts

Promissory Note - Inmark Services Inc. and Paul A. Amershadian

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                                 PROMISSORY NOTE

$25,000.00                                                 Dated:  April 7, 1997

     FOR VALUE RECEIVED, PAUL A. AMERSHADIAN ("Maker"),  residing at 4 Kingswood
Way, Manalapan,  New Jersey 07726,  promises to pay to Inmark Services,  Inc., a
Delaware corporation ("Payee"),  located at One Plaza Road, Greenvale,  New York
11548, the principal sum of Twenty Five Thousand Dollars ($25,000), lawful money
of the United States of America,  together with interest accrued thereon, at the
rate and on the terms set forth below:

     1. Payment of Interest and Principal.

                (a) Payment of Interest. Interest on the unpaid principal amount
        of this Note shall  accrue  monthly in  arrears,  at a rate equal to ten
        percent  (10%) per annum.  Accrued  interest  shall be added to the then
        unpaid  principal  balance  under this  Note,  and shall be paid in full
        together with the unpaid  principal  balalnce as specified in this Note;
        provided,  however,  that for  purposes  of  calculating  the  amount of
        interest  which shall accrue under this Note,  interest  then accrued to
        date  under  this  Note  shall  not be  considered  part  of the  unpaid
        principal balance.

                (b) Payment of  Principal.  The unpaid  principal  balance under
        this Note with all accrued and unpaid  interest on the unpaid  principal
        balance shall be paid in full on the second  anniversary  of the date of
        this Note.

                (c) Prepayment. Maker shall have the right to prepay at any time
        and from time to time, without penalty or premium, all or any portion of
        the  outstanding  principal of this Note. All prepayments of outstanding
        principal of this Note shall be applied first to accrued  interest,  and
        second to unpaid principal due thereunder.

                (d) Place of Payment.  Maker shall make all payments to Payee at
        the  address  set forth in the first  paragraph  of this Note or at such
        place or places as Payee,  from time to time shall  designate in writing
        to Maker.

     2.  Security  Agreement.  To secure all of Maker's  obligations  under this
Note,  Maker had  granted to Payee a first  lien and  security  interest  in the
Pledged  Stock,  as such term is defined in the Pledge  Agreement of January 10,
1996 as  amended of even date  herewith  between  Maker and Payee  (the  "Pledge
Agreement"),  the terms of which are expressly incorporated by reference herein.
The  security  interest  shall  be  discharged  upon  payment  in  full  of  the
Obligations (as defined in the Pledge  Agreement) of Maker to Payee as evidenced
by this Note and the Pledge Agreement.


     3. Events of Default; Remedies.

                (a) Events of Default.  An "Event of Default"  shall occur if at
        any time: (a) the Maker becomes insolvent (however  evidenced),  commits
        any act of  bankruptcy,  makes a general  assignment  for the benefit of
        creditors,  liquidates  or takes any step  looking  toward  liquidation,
        makes or gives any  notice of a bulk  sale,  or  admits in  writing  the
        inability to pay debts as they mature;  or (b) any petition,  bankruptcy
        or insolvency or for any form of reorganization, composition, extension,
        appointment of a receiver or other similar relief of debtors under state
        or  federal  law is filed by or  against  Maker;  or (c) any  preceding,
        procedure or remedy  supplementary to or in enforcement of a judgment is
        resorted  to or is  commenced  against  Maker  or  with  respect  to any
        property  of  Maker;  or (d) any  committee  of  creditors  of  Maker is
        appointed  or any  meeting  Maker's  creditors  is  called;  or (e)  any
        receiver, court or governmental authority takes possession or control of
        any substantial part of the property of Maker or Maker's affairs; or (f)
        any of the events described in (a) through (e) above occurs with respect
        to any  endorser,  guarantor  surety or other person  liable upon or for
        this Note; or (g) any warranty or order of attachment of any property of
        Maker is served on Payee; or (h) the Payee deems itself insecure.

                (b)  Remedies.  In the event an Event of Default shall occur and
        be continuing,  then automatically,  in the sole discretion of Payee and
        without  further notice to Maker,  the unpaid  principal  amount and the
        accrued interest  hereunder at the applicable rate specified above until
        full  payment of all  amounts due  hereunder,  and all other sums due by
        Maker under this Note and the Pledge Agreement shall become  immediately
        due  and  payable  without   presentment,   demand,   protest  or  other
        requirements  of any kind, all of which are hereby  expressly  waived by
        Maker.  In addition,  in each case,  Payee may recover all costs of suit
        and other expenses  incurred by Payee in connection  with the collection
        of any sums due hereunder.  In addition to other  remedies  available to
        it,  Payee shall have all rights and  remedies of a secured  party under
        the Uniform  Commercial Code, and also may exercise its rights under the
        Pledge Agreement. The remedies set forth herein shall be in addition to,
        and not in lieu of, any other  additional  rights or remedies  Payee may
        have at law or in equity.

     4. Rights Cumulative.  The remedies of Payee as provided in this Note or in
the Pledge Agreement shall be cumulative and concurrent;  may be pursued singly,
successively  or together at the sole  discretion of Payee,  may be exercised as
often as occasion  for their  exercise  shall  occur;  and in no event shall the
failure to exercise any such right or remedy be construed as a waiver or release
of it.

     5. Waivers. Maker waives and releases all errors, defects and imperfections
in any  proceedings  instituted  by Payee  under  the  terms of this Note or the
Pledge  Agreement,  as well as all benefits that might accrue to it by virtue of
any  present or future laws  exempting  the  Pledged  Stock,  or any part of the
proceeds arising from any sale of any such Pledged Stock from


attachement,  levy  or sale  under  execution,  or  providing  for  any  stay of
execution to be issued on any judgment recovered on this Note. Maker also waives
the right of trial by jury in any  proceeding  arising in  connection  with this
Note or the Pledge Agreement.

     6. Controlling  Law. This Note and all questions  relating to its validity,
interpredtation  or  performance  and  enforcement  shall  be  governed  by  and
construed  in  accordance  with the laws of the State of New York.  Maker hereby
consents to the jurisdiction of the state courts of New York.

     7.  Binding  Nature of Note.  This Note shall be binding upon Maker and its
successors  and  assigns,  and  shall  inure to the  benefit  of  Payee  and its
successors and assigns.

     8.  Modification.  This Note may not be modified  or amended  other than by
agreement in writing signed by Maker and Payee.

     IN WITNESS  WHEREOF,  Maker  intending to be legally bound,  has caused its
duly  authorized  representatives  to execute and deliver  this Note on the date
first written above.

                               /s/ Paul A. Amershadian
                                   Paul A. Amershadian