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EXHIBIT 10(1)
REVOLVING DEMAND NOTE
("NOTE")
$10,000 November 10, 1995
Beverly Hills, California
On demand, or if no demand is made then on December 31, 1997 ("Maturity
Date" herein), for value received, the undersigned ("Maker" or "Payor" herein)
promise[s] to pay to the order of TRACO ("Holder" or "Payee" herein), at Beverly
Hills, California, or at such other address as is designated by Holder, the sum
of TEN THOUSAND DOLLARS ($10,000.00), or so much thereof as may be outstanding
hereunder, together with interest thereon from and after the date hereof on the
unpaid principal at the rate of EIGHT PERCENT (8.0%) per year (computed on the
basis of a 360-day year for the actual number of days elapsed from the date set
forth until paid). Interest shall be payable by December 31st of each year.
Principal and interest shall be payable only in lawful money of the United
States of America.
All or any portion of the principal of this Note may be borrowed,
repaid and reborrowed from time to time prior to the Maturity Date, provided
that at the time of any borrowing no default exists, and provided further that
the total borrowings outstanding hereunder at any one time shall not exceed
$10,000. Each borrowing and repayment hereunder will be endorsed on the reverse
of this Note. The excess of borrowings over repayments shall evidence the
principal balance due hereon from time to time and at any time. Any loan
hereunder shall be conclusively presumed to have been made to or for the benefit
of the undersigned when made in accordance with such request.
Each of the following events shall constitute an "Event of Default"
(collectively "Events of Default") under this Note:
(1) The failure of the undersigned to pay any installment of
principal or interest on this Note when the same becomes due and payable.
(2) The undersigned shall make an assignment for the benefit
of creditors.
(3) The undersigned shall petition or apply to any tribunal
for appointment of a trustee or receiver of the undersigned or commence any
proceeding relating to the undersigned under any bankruptcy or reorganization
statute or any provision of the Bankruptcy Act, or under any arrangement,
insolvency, readjustment or debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect.
(4) Any petition or application of the type described above is
filed or any proceedings of the type described in subparagraph (3), above, are
commenced against the undersigned, and the undersigned by any act indicates its
approval thereof, consent thereto or
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acquiescence therein, or an order is entered appointing any such trustee or
receiver, or adjudicating the undersigned bankrupt or insolvent, or approving
the petition in any such proceeding, and any such order remains in effect for
more than sixty (60) days.
Should any Event of Default occur, the Payee of this Note may, if such
Event of Default is not cured within five (5) days after receipt by Payor of
written notice from Payee of such Event of Default (which receipt shall be
deemed to have occurred THREE (3) DAYS after deposit of said written notice in
the United States mail, certified, return receipt requested, postage and fees
prepaid, addressed to Payor at the address set forth below), declare the whole
sum of principal and interest to be, and thereafter the whole sum of principal
and interest shall forthwith become, due and payable. Should principal and
interest not be paid on the agreed or accelerated date of maturity, then the
interest rate provided for under this Note shall, without notice, be increased
to an amount TWO PERCENT (2%) per year over and above the rate originally
contracted for, effective from the day following the date that such payment of
principal or interest became overdue, with such unpaid interest compounded; but
in no event shall the interest payable hereunder exceed the maximum rate
permitted by law. Such increased rate of interest shall continue until such
overdue payment of principal and interest shall be paid in full. The failure to
exercise, in case of one or more Events of Default, any right or remedy given in
this paragraph shall not preclude the Payee of this Note from exercising any
right or remedy given in the paragraph in case of one or more subsequent Events
of Default.
All of any portion of principal and interest, or both, of this Note may
be prepaid, in whole or in part, at any time or from time to time, without
penalty or premium.
In the event this Note is not paid on the agreed or accelerated date of
maturity according to its terms, Maker promise(s) to pay all costs of collection
of this Note and reasonable attorneys' fees in connection therewith, whether or
not suit is filed hereon. The makers and endorsers of this Note hereby waive
diligence, demand, presentment, protest and notice of any kind. If this Note is
executed by two or more makers, the obligations and liability of the undersigned
shall be joint and several.
The Note shall be binding upon Maker and the heirs, successors and
assigns of Maker, and shall inure to the benefit of Holder, its heirs,
successors and assigns.
Address:
P.O. Box 10539 JILCO INDUSTRIES, INC.
Beverly Hills, Ca 90213
By: /s/ Martha J. Kretzmer
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Martha J. Kretzmer
President
"Payor/Maker"
[Revolving Demand Note to TRACO dated November 10, 1995 in the original
principal amount of $10,000.00]
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