LOAN AND REGISTRATION RIGHT AGREEMENT
Pursuant to this Agreement, dated October 3, 1996, INFODATA SYSTEMS INC.
(the "Company") and RICHARD M. TWOREK (the "Borrower") hereby agree as follows:
1. Loan. The Company hereby loans the Borrower $70,000, which loan will
bear interest at an annual rate of 1% over prime, adjusted quarterly, with
interest only payable quarterly for three years at which time the loan is to be
repaid. The Borrower hereby agrees to repay the loan in accordance with the
terms of the Promissory Note attached as Exhibit A hereto.
2. Registration Right. The Company hereby agrees to use its best
efforts, at its own expense and within 30 days of the Company's receipt of a
written request received from the Borrower subsequent to March 31, 1997 and
prior to October 11, 1998, to file a Registration Statement on a Form S-3 with
the Securities and Exchange Commission in order to register the 158,754 shares
of common stock, par value $ .03 per share, of the Company (the "Shares") held
by the Borrower, which Shares were acquired by the Borrower from the Company on
October 11, 1995, pursuant to the terms of an Asset and Purchase Agreement and
Plan of Reorganization, dated as of October 6, 1995, among the Company, Merex
Inc. and the Borrower and two other persons. The Company will use its best
efforts to maintain the effectiveness of such Registration Statement for a
period of three years following its effective date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
INFODATA SYSTEMS INC.
By: /s/ Harry Kaplowitz
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Harry Kaplowitz
President
RICHARD M. TWOREK
/s/ Richard M. Tworek
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Richard M. Tworek
EXHIBIT A
PROMISSORY NOTE
$70,000.00 Fairfax, Virginia
October 3, 1996
FOR VALUE RECEIVED, the undersigned, RICHARD M. TWOREK (the "Maker"),
does hereby promise to pay to the order of INFODATA SYSTEMS INC. (the "Holder"),
the principal sum of SEVENTY THOUSAND DOLLARS ($70,000.00) on September 30,
1999, and to make quarterly payments of interest thereon at an annual rate of
one percent (1%) over prime, adjusted quarterly.
1. Quarterly payments of interest only shall be made by the Maker to the
Holder on December 31, March 31, June 30 and September 30 of each year, with the
first such quarterly payment due on December 31, 1996 and the last quarterly
payment due on September 30, 1999. The interest rate for a quarterly period
shall be based on the prime rate of interest published by Chase Manhattan Bank,
N.A., on the first day of the quarterly period. The Maker shall make all such
payments to the Holder at 12150 Monument Drive (Suite 400), Fairfax, Virginia
22033 or such other address as may be designated by Holder.
2. Payment of the $70,000 principal amount of this Promissory Note shall
be made by the Maker to the Holder on September 30, 1999; provided, however,
that this Promissory Note may be prepaid in whole or in part at any time,
without premium or penalty, with interest to the date of payment.
3. If Maker fails to pay any installment of interest when due hereunder,
which failure continues for a period of ten (10) days after the due date
thereof, then the principal amount of this Promissory Note and interest thereon
shall forthwith become due and payable immediately without any notice or demand
therefor.
4. This Promissory Note (i) is Exhibit A to the Loan and Registration
Right Agreement, dated October 3, 1996, between the Maker and the Holder, (ii)
may not be changed, waived, discharged or terminated except by an instrument in
writing signed by the party against whom enforcement of such change, waiver,
discharge or termination is sought, (iii) shall be binding upon the Maker and
his heirs, executors, administrators, distributees and personal representatives,
(iv) shall inure to the benefit of Holder and its successors and assigns, and
(v) shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia.
IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be
executed below.
/s/ Richard M. Tworek
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Richard M. Tworek