EXHIBIT 10.29
PROMISSORY NOTE
MAY 3, 2002
$950,000 Palm Springs, CALIFORNIA
FOR VALUE RECEIVED, the undersigned OASIS GROUP, INC., a Georgia
corporation with offices at 2020 Federal Road, Roswell, GA 30075 ("Maker")
hereby promises to pay to the order of LIBUSE HORNAK ("Holder"), at 1036 Andreas
Palms, Palm Springs, CA 92264, or any other location designated by Holder, the
sums specified below at the time or times indicated below.
1. Principal and Interest. Maker promises to pay the entire principal
amount of NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000), together with interest
on the outstanding principal balance at a rate of 4.0% per annum, in lawful
money of the United States and in immediately available funds on or before the
SIX (6) MONTH ANNIVERSARY of this Note (the "Maturity Date"). If the Maturity
Date occurs on a day other than a business day, the Maturity Date shall be
extended to the next succeeding business day. All payments shall be in lawful
money of the United States of America, and this Promissory Note may be prepaid
in whole or in part, without penalty or prepayment premium.
2. Deed of Trust. The payment of this Note is secured by that certain
second priority Deed of Trust ("Deed of Trust") on certain real property located
in California (the "Property"), dated May 3, 2002, and executed by Maker in
favor of Holder and conveying the Property as security for the payment of this
Note.
3. Default. It is hereby expressly agreed that should any default be
made in the (a) payment of principal or interest as set forth in Section 1 above
or (b) should Maker make an assignment for the benefit of creditors, or file a
voluntary petition in bankruptcy, receivership or insolvency, or file an answer
in any involuntary proceedings of that nature admitting the material allegations
of the petition, or if a proceeding or bankruptcy, receivership or insolvency,
shall be instituted against Maker and such proceeding shall not be dismissed
within sixty (60) days, or if a trustee or receiver shall be appointed for Maker
and such proceeding shall not be dismissed or such trustee or receiver shall not
be discharged within sixty (60) days (collectively referred to as a "Default"),
then a Default shall exist hereunder, and any sums advanced hereunder, shall, at
the option of Holder, without further notice, at once shall, at the option of
Holder become due and payable and may be collected immediately. In the case of
Default, the principal sum, or so much thereof as may remain unpaid at the time
of Default, shall thereafter bear interest at the rate of 8% per annum.
4. Notices. Any and all other notices, elections, demands, requests and
responses thereto permitted or required to be given under this Note shall be in
writing, signed by or on behalf of the party giving the same, and shall be
deemed properly given and effective upon being (a) personally delivered, (b)
deposited with an overnight courier service in time for and
specifying overnight delivery or (c) deposited in the United States mail,
postage prepaid, certified with return receipt requested to the other party at
the address of such other party set forth in the first paragraph hereof. All
such notices shall be deemed delivered on the date of delivery if sent by
personal delivery, the next day by overnight courier service and five (5) days
after being deposited in the United States Mail if sent by registered or
certified mail.
5. Usury Law. It is the intention of Maker and Holder to comply with
any applicable usury laws. In furtherance of this intention of Holder and Maker,
all agreements between Maker and Holder are hereby expressly limited so that in
no contingency or event whatsoever shall the amount paid or agreed to be paid to
Holder for the use, forbearance or detention of money under this Promissory Note
exceed the maximum rate permissible under applicable law. If, from any
circumstance whatsoever, fulfillment of any provision hereof shall be prohibited
by law, the obligation to be fulfilled shall be reduced to the maximum not so
prohibited, and if from any circumstances Holder should ever receive as interest
an amount which would exceed the highest lawful rate, such amount as would be
excessive interest shall, at Holder's option, shall be applied to the reduction
of the principal of the Promissory Note and not to the payment of interest, or
shall be refunded to Maker. This provision shall control every other provision
of all agreements between Maker and Holder.
6. Attorneys' Fees. Time is of the essence of this Promissory Note. If
any payment under this Promissory Note is collected by law or through an
attorney, Maker shall further pay to Holder, in addition to all other amounts
payable hereunder, reasonable attorneys' fees, not to exceed fifteen percent
(15%) of the amount of principal and interest owing hereunder, plus court costs.
7. Jurisdiction. Maker admits that this Promissory Note has been
negotiated, executed and delivered in Palm Springs, Riverside County, in the
State of California, and that Maker (a) submits to personal jurisdiction in
Riverside County in the State of California for the enforcement of this
Promissory Note, (b) waives any and all rights under the laws of any state to
object to jurisdiction within the State of California for the purposes of
litigation to enforce this Promissory Note and (c) waives trial by jury.
8. Miscellaneous. A waiver or release with reference to one event shall
not be construed as continuing, as a bar to, or as a waiver or release of any
subsequent right, remedy or recourse to any subsequent event. No failure or
delay on the part of Holder in exercising any right, power or remedy granted
hereunder shall operate as waiver thereof; nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder.
Maker hereby consents to all renewals and extensions of time at or after the
maturity hereof and hereby waives diligence, presentment, protest, demand and
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense and hereby agrees that no failure
on the part of Holder to exercise any power, right and privilege hereunder, or
to insist upon prompt compliance with the terms hereof, shall constitute a
waiver thereof. This Note may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought. As used herein, the terms, "Maker" and
"Holder" shall be deemed to include their respective successors, legal
representatives and assigns, whether by voluntary action of the parties or by
operation of law.
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THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA.
IN WITNESS WHEREOF, the undersigned has executed this Promissory Note
as of the day and year first above written.
MAKER:
Oasis Group, Inc.
By: /s/ Ronald A. Potts
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Name: Ronald A. Potts
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Title: Chief Executive Officer
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