Sample Business Contracts

Negotiable Promissory Note Secured - SmartPros Ltd. and Freshstart Venture Capital Corp.

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                           NEGOTIABLE PROMISSORY NOTE

Place of Execution: Kew Gardens, N.Y.                Date: August 28, 2001

                               FOR VALUE RECEIVED

SmartPros,  Ltd. a Delaware corporation,  authorized to do business in the State
of New York as SmartPros of New York,  with a principal  place of business at 12
Skyline Drive,  Hawthorne,  N.Y. 10532,  hereinafter referred to as the "maker",
promises to pay to the order of FRESHSTART VENTURE CAPITAL CORP., at 437 Madison
Avenue,  38th  Floor,  New York,  N.Y.  10022,  or at such other place as may be
designated  in  writing  by the  holder  of  this  note,  the  principal  sum of
$500,000.00  with interest  thereon computed from the date hereof at the rate of
Eleven and  Three-Quarters  (11-3/4%)  percent  per annum for the first  monthly
payment,  and adjusted monthly thereafter at a rate to be calculated based on an
interest  rate equal to 500 basis  points (5%) above the  highest  prime rate as
published in the Wall Street Journal on the business day  immediately  preceding
the due date of each  monthly  payment,  but in no case to fall below Eleven and
Three-Quarters  (11-3/4%) percent per annum nor shall same exceed Thirteen (13%)
percent  per  annum.  Principal  and  interest  shall be paid in 60  consecutive
monthly  installments  each in the  amount  of  $8,333.33  as a fixed  principal
payment,  plus interest as calculated  above,  commencing and due and payable on
the 28th day of  September,  2001,  and on the 28th day of each and every  month
thereafter  to and  including  the 28th day of  August,  2006,  when any  unpaid
balance of principal  and interest  shall be due and payable.  Each  installment
payment and any other payment shall be applied  first to any  outstanding  fees,
charges or expenses,  then to the payment of interest on said  principal sum, or
on so much  thereof as shall from time to time  remain  unpaid,  and then to the
balance to the payment of said principal. This Note shall mature on the 28th day
of August, 2006.

If any payment or installment to be made hereunder, whether interest, principal,
or both,  is not made  within ten (10) days from its due date,  a late charge of
Twenty Five  Dollars  ($25.00) or five  percent (5%) of each payment so overdue,
whichever is greater,  may be charged by the holder for the purpose of defraying
the expenses incident to handling such delinquent payment. Upon thirty (30) days
prior  written  notice,  the Maker may prepay any  outstanding  principal sum in
excess of that required to pay the next scheduled  installment (of principal and
interest) due under this Note,  prepayable  only as of the date of any regularly
scheduled  installment,  by paying to the Holder a  prepayment  fee equal to one
(1%) percent of the principal  amount being  prepaid  during the first (1st) and
(2nd) years of the term of the within loan and thereafter  without  penalty with
interest to the date of prepayment. Partial prepayment will be allowed but shall
be subject to the same prepayment  penalty on any amounts prepaid and the amount
prepaid  shall be applied in inverse order of maturity to the  installments  due
under the Note. Notwithstanding the foregoing at any time during the term of the
loan,  Borrower  may raise  equity and prepay the loan in full with the proceeds
thereof. In that event, there shall be no prepayment penalty.

The holder may require  payments  hereunder to be made by certified  check if on
any two  occasions  the  maker's  checks  to the  holder  are not  honored  when
presented in due course to the bank on which they are drawn. In the event that a
check tendered by the Borrower  herein is not duly honored by the institution on
which it is drawn for ANY reason,  Lender  reserves the right to charge a fee in
accordance with the law in an amount not to exceed $50.00 per check.

Any of the following occurrences shall constitute a default under this note: The
non-payment  of any  installment  required  to be made  hereunder  on the  dates
specified  herein,  and such default continues for a period of ten (10) days; if
Allen  Greene  ceases  to be  Chief  Executive  Office  of  the  Borrower  and a
replacement  acceptable to the Lender is not appointed  within ninety (90) days;
failure to perform any agreement  herein  contained or contained in any security
agreement,  mortgage,  or any  other  agreement  delivered  by the  maker to the
holder;  or if any of the following  events occur with respect to the maker,  or
any endorser or any  guarantor of the payment of the  obligations  of the maker;
default in respect of any  liability,  obligation  or agreement  with the holder
hereof (present or future, absolute or contingent,  secured or unsecured, mature
or  unmatured,  several or joint,  original  or  acquired);  death;  insolvency;
commission of an act of  bankruptcy;  assignment for the benefit of creditors or
liquidating agent;  offering to or receiving from any creditors a composition or
extension  of any of their  indebtedness;  making  or  sending  a  notice  of an
intended bulk sale; the hole or partial suspension or liquidation of their usual
business; failure to pay any tax when due; commencement of any proceeding,  suit
or  action  under  any of the  provisions  of the  Federal  Bankruptcy  Act  for
adjudication  as a  bankrupt  or for  the  relief  under  any  provision  of the
bankruptcy or similar laws;  making any  misrepresentation  to the holder hereof
for the  purpose of  obtaining  credit or an  extension  of credit to the maker;
default under any collateral,  mortgage or security  agreement given as security
for this note or as security for the guaranty of payment of the  obligations  of
the maker hereof,  or under any extension or  modification  thereof;  entry of a
money  judgment  against  any of  them or  commencement  of any  proceeding  for
enforcement of a money judgment against any of them; default with respect to any
indebtedness  for  borrowed  money (other than  obligations  owing to the holder
hereof) or with respect to the payment of money pursuant to any agreement, lease
or other instrument beyond any period of grace provided  therein,  or default in
the  performance  of any other  term,  condition  or covenant  contained  in any
document under which such obligation is created.  In the event of the occurrence
of any  default  hereunder,  then,  at the  option  of the  holder,  the  entire
principal  balance and  interest  due shall  forthwith  become due and  payable.
Neither delay in asserting this right nor the acceptance of past due payments or
the imposition of late


charges shall be deemed a waiver thereof. Upon the happening of any default, the
holder  hereof  shall have,  in addition to all other rights and  remedies,  the
remedies of a secured  party  under the New York  Uniform  Commercial  Code with
respect to any collateral security.

All  parties  to  this  note,  whether  maker,  guarantor,  or  endorser,  waive
presentment for payment, notice of dishonor,  protest, notice of protest of this
note or  other  notice  of any  kind  and  all  demands  whatsoever;  and in any
litigation  with the  holder,  whether or not arising out of or relating to this
note or any collateral security therefor,  said parties expressly waive trial by
jury, and in addition,  expressly waive the right to interpose any defense based
on  any  statute  of  limitations  or any  claim  of  laches  and  any  set-off,
counterclaim, or cross-claim of any nature or description.

The holder hereof shall not by any act of delay,  commission,  failure to act or
otherwise  be  deemed to have  waived  any  right,  power,  privilege  or remedy
hereunder, and no waiver whatever shall be valid unless in writing signed by the
holder  hereof,  and then only to the extent  therein  set forth,  nor shall any
single or partial  exercise of any right,  power,  privilege or remedy hereunder
preclude  any further  exercise  thereof,  or the  exercise of any other  right,
power,  privilege  or remedy.  The  rights  and  remedies  herein  provided  are
cumulative  and not exclusive of any rights or remedies  provided by law and may
be exercised singly or concurrently.  A waiver by the holder hereof of any right
or remedy  under  the  terms of this  note,  on any one  occasion,  shall not be
construed as a bar to any right or remedy which the holder would  otherwise have
had on any future occasion. No executory agreement, unless in writing and signed
by the  holder,  and no course of  dealing  between  the maker,  endorser(s)  or
guarantor(s)  hereof and the holder  shall be  effective  to change or modify or
discharge  in whole or in part this note  unless in  writing  and  signed by the
holder.  Interest on the  indebtedness  evidenced by this note after  default or
maturity shall be due and payable at the rate of two percent (2%) per month,  or
the highest rate allowable by law,  computed from the date to which interest was
last credited, to the date actual payment of the entire indebtedness.

This promissory  note and the  obligations of the undersigned  shall be governed
and construed in accordance with the laws of the State of New York. For purposes
of any  action  or  proceeding  involving  this  promissory  note  or any of the
obligations of the undersigned,  the undersigned hereby  irrevocably  submits to
the jurisdiction of the courts of the State of New York and of the United States
having  jurisdiction  in the  County of New York and the State of New York,  and
agrees  not to raise and  waives  any  objection  to or  defense  based upon the
jurisdiction or venue of any such court or based upon forum non conveniens.  The
undersigned  agrees not to bring any action or other  proceeding with respect to
this promissory note or with respect to any of its obligations  hereunder in any
other court unless such courts of the State of New York and of the United States
determine that they do not have jurisdiction in the matter.

This note shall be governed  and  construed in  accordance  with the laws of the
State of New York. Any provision hereof which may prove  unenforceable under any
law shall not affect the validity of any other provision  hereof.  This note may
not be changed or terminated  orally, but only by a writing signed by the holder

SmartPros, Ltd.                                      SmartPros, Ltd.,
Maker                                                Maker

    /s/ Dr. William K. Grollman                           /s/ Alan Ross
-------------------------------                      ------------------------
By: Dr. William K. Grollman,                         By:  Alan Ross,
President                                            Chief Financial Officer