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EXHIBIT 10.31
PROMISSORY NOTE
$2,353,424.42 April 1, 1998
St. Petersburg, Florida
FOR VALUE RECEIVED, the undersigned Insurance Management Solutions,
Inc., jointly and severally, promises to pay to the order of Bankers Insurance
Company, a Florida corporation, together with any other holder hereof (herein,
"Holder"), the principal sum of Two Million Three Hundred Fifty Three Thousand
Four Hundred Twenty Four and 42/100 Dollars, ($2,353,424.42) together with
interest thereon from date at the rate per annum as described below until
maturity on the balance of principal from time to time remaining unpaid, both
principal and interest being payable at 360 Central Avenue, St. Petersburg, FL
33701, in the following manner:
Principal and interest shall be due and payable in full on April 1,
1999. Interest shall accrue at 8 1/2% percent per annum.
The makers hereof shall not incur any penalty upon the prepayment of
all of or any part of the indebtedness evidenced hereby.
Time is of the essence hereunder. Any payment of principal of interest
which is not paid when due, whether upon maturity or acceleration or otherwise
as provided herein, shall bear interest at the rate of Eighteen (18%) percent
per annum from the due date until paid.
This note has been executed and delivered in, and is to be governed by
and construed under the laws of the State of Florida, as amended, except as
modified by the laws and regulations of the United States of America.
The undersigned shall have no obligation to pay interest or payments
in the nature of interest in excess of the maximum rate of interest allowed to
be contracted for by law, as changed from time to time, applicable to this
Note (the "Maximum Rate"). Any interest in excess of the Maximum Rate paid by
the undersigned ("excess sum") shall be credited as a payment of principal, or,
if the undersigned together with interest at the same rate as was paid by the
undersigned during such period. Any excess sum credit to principal shall be
credited as of the date paid to Holder. Holder may, without such action
constituting a breach of any obligations to the undersigned, seek judicial
determination of the applicable rate of interest, and its obligation to pay or
credit any proposed excess sum to the undersigned.
Provided Holder has not exercised its right to accelerate this Note,
then the undersigned hereof shall pay Holder a late charge of five percent (5%)
of any required payment which is not received by Holder when said payment is
due. The parties agree that said charge is a fair and reasonable charge for the
late payment and shall not be deemed a penalty.
Acceptance of partial payments or payments marked "payment in full" or
"in satisfaction" or words to similar effect shall not affect the duty of the
undersigned to pay all obligations due hereunder, and shall not affect the
right of Holder to pursue all remedies available to it hereunder or under any
other agreement between the maker hereof and the Holder
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The remedies of Holder shall be cumulative and concurrent, and may be
pursued singularly, successively or together, at the sole discretion of Holder,
and may be exercised as often as occasion therefor shall arise. No action or
omission of Holder, including specifically any failure to exercise or
forbearance in the exercise of any remedy, shall be deemed to be a waiver or
release of the same, such waiver or release to be effected only through a
written document executed by Holder and then only to the extent specifically
recited therein. A waiver or release with reference to any one event shall not
be construed as continuing or as constituting a course of dealing, nor shall it
be construed as a bar to, or as a waiver or release of, any subsequent remedy
as to a subsequent event.
The undersigned hereby consents and submits to the jurisdiction of the
courts of the State of Florida, and, notwithstanding its place of residence or
organization or the place of execution of this Note, any litigation relating
hereto, whether arising in contract or tort, by statue or otherwise, shall be
brought in (and, if brought elsewhere, may be transferred to) a State court of
competent jurisdiction in Pinellas County, Florida.
THE UNDERSIGNED AND ANY OTHER PERSON LIABLE FOR PAYMENT HEREOF, BY EXECUTING
THIS NOTE OR ANY OTHER DOCUMENT CREATING SUCH LIABILITY, WAIVE THEIR RIGHTS TO
A TRIAL BY JURY IN ANY ACTION, WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE
OR OTHERWISE, IN ANY WAY RELATED TO THIS NOTE. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO THE UNDERSIGNED AND NO WAIVER OR
LIMITATION OF HOLDER'S RIGHTS UNDER THIS PARAGRAPH SHALL BE EFFECTIVE UNLESS IN
WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF.
The undersigned acknowledges that the above paragraph has been
expressly bargained for by Holder as part of the loan evidenced hereby and
that, but for the undersigned's agreement and the agreement of any other person
liable for payment hereof thereto, Holder would not have extended the loan for
the term and with the interest rate provided herein.
Holder is hereby given a lien upon and a security interest in all
property of the undersigned now or at any time hereafter in the possession of
Holder in any capacity whatsoever, including but not limited to any balance or
share of any deposit, trust or agency account, as security for the payment of
this Note.
INSURANCE MANAGEMENT SOLUTIONS, INC.
By: /s/ Jeffrey S. Bragg
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COO -- IMS
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