Exhibit 10.1
DEMAND PROMISSORY NOTE
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$ 301,000 ORLANDO, FLORIDA
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JUNE 30, 2001
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FOR VALUE RECEIVED, SEQUIAM, INC. ("Maker"), hereby promises to pay to the order
of Nicolaas H. Van den Brekel ("Holder"), at such address as Holder may
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designate by written notice delivered to Maker at any time and from time to
time, the principal sum of Three Hundred and One Thousand and 00/100 Dollars
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($301,000) or such other amounts that may from time to time be advanced under
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this agreement.
1. Interest. Subject to any imposition of a default rate of interest
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under Section 4 hereof, the principal balance outstanding under this Note from
time to time shall bear interest from the date of this Note as first set forth
above at the annual rate equal to the Applicable Federal Rate established from
time to time by the Internal Revenue Service for short-term loans, compounded
monthly, until paid in full.
2. Payment/No Setoff. All outstanding principal and interest shall be
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paid to Holder on demand. All payments made hereunder shall be made in lawful
money of the United States of America without setoff, deduction or counterclaim
of any kind whatsoever.
3. Default Interest. In the event of a "Default" (as defined in
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Section 5 hereof) under this Note, the principal balance outstanding under this
Note, from time to time, shall bear interest at the rate of ten percent (10%)
per annum, compounded monthly, until such Default and any and all other Defaults
hereunder are cured.
4. Default. For purposes of this Note, Maker shall be in "Default"
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under this Note if Maker: (a) fails to make any payment of interest, principal
or other amount hereunder within five (5) calendar days following the date first
due and payable; (b) admits in writing Maker's inability to pay Maker's debts as
such debts become due, makes a general assignment for the benefit of creditors,
or files any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or under any other law for the relief of, or
relating to, debtors; (c) commits and fails to cure any breach of or default
under this Note or any instrument securing or otherwise assuring payment of or
performance under this Note; or (d) fails to have dismissed or vacated within
thirty (30) days following the date of filing any involuntary petition against
Maker under any bankruptcy, reorganization, insolvency or moratorium law or
under any other law for the relief of, or relating to, debtors. Notwithstanding
any other provision of this Note to the contrary, upon the occurrence of a
Default, Holder may, at Holder's option but with written notice to Maker,
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declare immediately due and payable the entire indebtedness evidenced by this
Note, including the entire principal balance outstanding hereunder, any and all
unpaid interest accrued thereon and any and all other amounts due and owing
under this Note.
5. No Waiver. The acceptance by Holder of any amount in payment less
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than the full amount due and payable shall not constitute a waiver of Holder's
rights hereunder unless Holder has expressly waived such right by written notice
to Maker.
6. Notices. To be effective, all notices and demands under this Note
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must be in writing and must be given (i) by depositing same in United States
mail, postage prepaid, certified or registered, return receipt requested, (ii)
by Federal Express, or UPS overnight delivery service or other nationally
recognized courier service, or (iii) by delivering same in person and receiving
a signed receipt therefore. For purposes of notice, the addresses of the Maker
shall be as set forth below. Notices mailed in accordance with the foregoing
shall be deemed to have been given and made three days following the date so
mailed or if by nationally recognized courier service, upon receipt or refusal
of delivery. The Maker or Holder may designate a different address to which
notices or demands shall thereafter be directed by written notice given in the
manner hereinabove set forth.
"MAKER"
SEQUIAM SOFTWARE, INC.
By:
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Print Name:
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Its:
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MAKER'S ADDRESS FOR NOTICE:
Sequiam Software, Inc.
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300 Sunport Lane
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Orlando, Florida 32809
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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
THE ACT AND/ OR STATE SECURITIES LAWS AND/ OR THE REGULATIONS AND RULES
PROMULGATED THEREUNDER.
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