EXHIBIT 10.71
PROMISSORY NOTE
$ 131,069.25 Lakewood, Colorado
Date: As of November 4, 1998
FOR VALUE RECEIVED, the undersigned ("Maker(s)") unconditionally promises to pay
to the order of Capital Associates, Inc., a Delaware corporation, its successors
or assigns ("Holder") the sum of One Hundred Thirty One Thousand Sixty Nine &
25/100 DOLLARS ($ 131,069.25 ), and all subsequent advances made, if any, with
interest thereon from the date hereof at the rate of 4.5% per annum, on the
entire unpaid balance, compounded semi-annually, until paid in full. Principal
and interest shall be due and payable in lawful currency of the United States of
America on or before November 3, 2002, at the offices of Capital Associates
International, Inc., 7175 West Jefferson Avenue, Lakewood, Colorado 80235, or at
such other place as the Holder hereof may designate from time to time in
writing.
In the event of a default in any payment due hereunder, the entire unpaid
principal balance hereunder may be declared immediately due and payable, at the
option of Holder, and the entire principal balance, together with any additional
advances made by Holder, shall bear interest at the lesser of 12% per annum or
the highest rate then allowed by law from the date of default until paid in
full.
All payments received hereunder shall be first applied to the payment of
interest due hereunder, then to the payment of any other sums payable hereunder,
if any, and finally to the unpaid principal balance then remaining unpaid. The
principal balance and any other sums payable hereunder, may be prepaid in whole
or in part without premium or penalty.
Makers, endorsers and other persons liable hereunder expressly grant to Holder
the right to release or to agree not to sue any other person, or to suspend the
right to enforce this Note against any such person or to otherwise discharge
such person; and each such Maker, endorser or other person liable hereunder
agree that the exercise of such rights by the Holder will have no effect upon
the liability of any other person liable hereunder. Makers, endorsers or other
persons liable hereunder waive delinquency in collection, demand for payment,
presentment for payment, protest, notice of protest, notice of dishonor and all
duty or obligation of Holder to effect, protect, perfect, retain or enforce any
security for payment of this Note or to proceed against any collateral before
otherwise enforcing this Note. This Note shall be the joint and several
obligation of Makers, endorsers or other persons liable hereunder and shall be
binding upon them, their personal representatives, heirs, successors and
assigns. Furthermore, Makers, endorsers or other persons liable hereunder
expressly agree that this Note and any payment hereunder may be extended, by
Holder, from time to time without in any way affecting the liability of the
Makers, endorsers or other persons liable hereunder.
-1-
Time is of the essence hereof. Makers, endorsers or other persons liable
hereunder, jointly, severally and unconditionally guarantee prompt satisfaction
when due, whether by acceleration or otherwise, of the entire outstanding
principal balance and all accrued and unpaid interest and amounts of any
additional advancements, if any, and further agree to immediately pay to Holder
upon demand, all losses, costs, expenses (including attorneys' fees) incurred by
Holder in the collection and enforcement of this Note in the event of default or
otherwise.
Each Maker executing this Note represents and warrants that this Note is binding
upon the undersigned Maker(s) in accordance with its terms, except to the extent
that enforcement of remedies may be limited by applicable bankruptcy,
insolvency, and other laws affecting the enforcement of creditors' rights
generally. Each undersigned Maker represents and warrants that the indebtedness
evidenced by this Note was incurred for business and commercial purposes, and
not for personal, family, household or agricultural purposes.
Payment and performance of all obligations under this Note are secured by the
pledge by Maker(s) of 86,250 shares of Capital Associates, Inc. common stock,
par value $.008 per share, under and pursuant to that Security Agreement and
Stock Pledge Agreement of even date herewith. It is agreed that all obligations
under this Note shall immediately become due and payable to Holder upon the sale
of such stock.
The terms and provisions of this Note shall be governed by the laws of the State
of Colorado.
Executed and delivered this 18 day of November, 1998.
MAKER(S):
/s/James D. Edwards
-------------------------------------
James D. Edwards
Address: 5415 Sunshine Canyon Road
-2-