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