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Exhibit 10.19
1999 PROMISSORY NOTE
Toledo, Lucas County, Ohio
December 31, 1999
For value received, the corporation known as Osborne Manufacturing
Inc., herein referred to as Borrower or OMI, promises to pay to the order of
Unitrend, Inc., or its successors and assigns (any of which are herein referred
to as Holder), the sum of Two Hundred Sixty-Four Thousand One Hundred Thirteen
Dollars and Seventeen Cents ($264,113.17) plus interest as set out below. A
delinquency charge of two hundred and 00/100 dollars ($200.00) or five per cent
(5%) of the outstanding balance, which ever is higher, per month may be imposed
once this loan becomes in default for thirty (30) days. Interest will continue
until the loan is paid in full.
1. TERMS.
A. INTEREST. Interest shall be variable, calculated per annum
on the first business day of the year as the prime rate
published in the Wall Street Journal that day. Interest shall
run from the date of note, December 31, 1999, and continue
until the note is paid-in-full. Interest shall accrue on each
individual loan made during the year from the actual date such
money was exchanged.
B. INSTALLMENTS. Payments are due and owing in Ten (10) equal
installments, including interest, over a Five (5) year period,
beginning one year after the DOP and every Six (6) months
thereafter.
2. DATE OF PROFITABILITY (DOP). The Date of Profitability, or "DOP"
shall be the date upon which the Borrower's gross revenues exceed its total
expenses for a complete year, based upon standard accounting procedures.
3. ACCELERATION OF MATURITY IN EVENT OF DEFAULT. In the event of
default in the payment of any of the installments or interest when due as
provided in this note, time being of the essence, the holder of this note may
without notice or demand declare the entire principal sum then unpaid
immediately due and payable.
4. MODIFICATION OF NOTE. The holder of this note may, with or without
notice to the Borrower cause additional parties to be added to this note, or
release any party, or revise, extend, or renew the note, or extend the time for
making any installment provided for in this note, or accept any installment in
advance, all without affecting the liability of the undersigned.
5. ATTORNEY'S FEE. If suit is commenced on this note, the Borrower
agrees to pay to the holder of this note a reasonable attorney's fee.
6. COLLECTION COSTS. The Borrower agrees to pay a reasonable collection
charge should collection be referred to a collection agency or to the holder's
collection facilities.
7. WAIVER OF RIGHTS. The Borrower hereby waives:
(a) presentment, demand, protest, notice of dishonor
and/or protest and notice of nonpayment;
(b) the right, if any, to the benefit of, or to direct
the application of, any security hypothecated to the
holder until all indebtedness of Borrower to the
holder, howsoever arising, shall have been paid; and
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(c) the right to require the holder to proceed against
the Borrower, or to pursue any other remedy in the
holder's power; and agrees that the holder may
proceed against the Borrower directly and
independently of the Borrower, and that the cessation
of the liability of the Borrower for any reason other
than full payment, or any revision, renewal,
extension, forbearance, change of rate of interest,
or acceptance, release, or substitution of security,
or any impairment or suspension of the holder's
remedies or rights against the Borrower, shall not in
any way affect the liability of any of the Borrower.
8. CONDITIONS AFFECTING BORROWER'S FINANCIAL ABILITY TO REPAY;
ACCELERATION OF MATURITY. It is agreed that if the Borrower, at any time fails
in business or becomes insolvent, or commit an act of bankruptcy, or if any
deposit account or other property of the Borrower be attempted to be obtained or
held by writ of execution, garnishment, attachment, or other legal process, or
if any assessment for taxes against the undersigned, or any of them, other than
taxes on real property, is made by the federal or state government, or any
department or agency of the federal or state government, or if any one of the
undersigned fails to notify the holder of any material change in his financial
condition, then and in such case all of the obligations of the undersigned
shall, at the option of the holder, become due and payable immediately without
demand or notice.
Borrower: Osborne Manufacturing Inc.
By: /s/Jon R. Osborne
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President
9306 County Road 14
Wauseon, Ohio 43567