EXHIBIT 10.1
PROMISSORY BALLOON NOTES
$650,000.00 Tampa, Hillsborough County,Florida
Date: August 26, 1996
1. PARTIES. The parties to this Promissory Note are:
1.1 Paul Pritchard, Trustee, Steven Iachini, Trustee, Carl Anderson,
personally and EVRO Corp., a Florida Corp., as Makers, with mailing
address at:
; and
1.2 Robert D. Basham, his successors and/or assigns, as Payee, with
mailing address at:
2. DEBT. This Mortgage Note is given to evidence the following debt:
2.1 Maker promises to pay to the order of Payee, the principal sum of SIX
HUNDRED FIFTY THOUSAND DOLLARS AND NO/100 ($650,000.00) in lawful money of the
United States of America at the time of payment, together with interest thereon,
at the rate and on the terms set forth herein and payable at Payee's address or
at such other place as Payee may designate in writing from time to time.
3. INTEREST.
3.1 Before Maturity or Default the Debt shall bear interest from August 26,
1996 at thirteen percent (13%) per annum, payable at $7,014.67, interest only
per month, with a final payment of $650,000.00, due August 26, 1998.
3.2 After Maturity or Default the Debt shall bear interest at the maximum
legal rate of interest chargeable to Maker (the Default Rate).
3.3 Accrued interest shall be the product of the applicable interest rate
times the number of days in each interest accrual period times the unpaid
principal balance outstanding during the applicable interest accrual period and
the product divided by 365 days.
3.4 If either the applicable interest rate or outstanding principal balance
changes during any interest accrual period, accrued interest shall be the sum of
the several accrued interest computations made for each portion of the period in
which those factors are constant.
3.5 Maker shall pay monthly installments of accrued interest, without set-
off or deduction, on the twenty sixth day of September, 1996, and the same date
of each calendar month thereafter
on the twenty sixth day of September, 1996, and the same date of each calendar
month thereafter until Maturity on the twenty sixth day of September, 1998.
4. PRINCIPAL
4.1 Maker shall pay the principal amount in full on the Maturity date of
the Balloon Note, in the amount of $650,000.00.
4.2 If not sooner paid, the entire unpaid principal of this Note and
accrued interest shall be due and payable on August 26, 1998.
5. PREPAYMENT
5.1 Maker shall have the right to prepay this Note, in full, on any
install- ment payment date without premium or penalty.
5.2 Payee shall not be required to accept any part payment.
6. SECURITY
6.1 This Note is secured by certain land together with buildings and other
improvements thereon and other collateral as described in a certain Mortgage
dated August 26, 1996 (the Mortgage).
7. DEFAULT
7.1 This Note shall be in default if Maker fails to pay any installment of
interest, or principal and interest, or fails to observe or perform any provi-
sion of the Mortgage.
7.2 After default, Payee, at its option and without notice to Maker, may
accelerate this Note and declare it immediately due and payable in full.
7.3 In the event payment is not received by payee within 10 days of due
date, Payee, or its agent, will immediately notify Carl Anderson, Maker, by
certified mail, who will then have 10 days from the date of receipt of notice to
make payment, prior to payee declaring this Note in default.
8. GRACE PERIOD.
8.1 Payee shall not exercise any right or remedy provided for herein unless
Maker shall have failed to pay any principal or interest within 30 calendar days
after such payment is due.
8.2 Payee agrees to pay a late fee of 5% of any payment when payment is 10
days or greater past due.
9. REMEDIES.
9.1 Payee shall be entitled to recover all costs incurred in collection and
enforcement of this Note including reasonable attorneys' fees, and if action is
brought, all costs of suit and other expenses thereof, together with reasonable
attorneys' fees at all trail and appellate levels.
9.2 Any property that may be levied on pursuant to a judgment under this
Note may be sold in whole or in part in any order designated by Payee.
9.3 The rights and remedies of Payee as provided in this Note or in the
Mortgage shall be cumulative and concurrent, and may be pursued singly, succes-
sively, or collectively at the sole discretion of Payee, and may be exercised as
often as the occasion arises.
10. WAIVERS
10.1 Maker and all endorsers, sureties, and guarantors waive notice of and
consent to any and all extensions of time, renewals, waivers, or modifications
that my be granted by Payee with respect to the payment or other provisions of
this Note, and to the release of the collateral or any part thereof, with or
without substitution, and agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them and without
affecting their liability hereunder.
10.2 Maker and all endorsers, sureties, and guarantors waive presentment
for payment, demand, notice of demand, notice of nonpayment, or dishonor,
protest, and notice of protest of this Note, and they agree that the liability
of each of them shall be unconditional, joint, and several, without regard to
the liability of any other party, and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver, or modification granted or con-
sented to by Payee.
10.3 Maker and all endorsers, sureties, and guarantors waive the right to
trial by jury of any issue arising out of or incident to this Note.
10.4 Payee shall not be deemed, by any act of omission or commission, to
have waived any of its rights or remedies hereunder unless such waiver is in
writing and signed by Payee, and then only to the extent specifically set forth
in the writing.
10.5 Failure of Payee to exercise any right or remedy on any occasion shall
not constitute a waiver of the right to exercise such right or remedy on any
other occasion.
11. GENERAL PROVISIONS.
11.1 Notice. Notice or demand may be given to the parties to this Note at
their respective addresses shown in Section 1 by prepaid U.S. mail with return
receipt requested. Either party may change its address for purposes of this
Section by notice to the other.
11.2 Definitions. The singular number includes the plural, the singular,
and the use of any gender includes all genders. The words "Maker" and Payee"
include the respective heirs, personal representatives, successors, and assigns
of Maker and Payee.
11.3 Amendments. This Note may not be amended or modified, nor shall any
waiver of any provision hereof be effective, except by an instrument in writing
executed by the party sought to be charged.
11.4 Captions. The captions and headings contained in this Note are for
con- venience only and shall not be used to interpret or construe this Note.
11.5 Parties Bound. This Note shall be binding on and inure to the benefit
of the parties, their respective heirs, successors, permitted assigns, and
personal representatives.
/s/ PAUL PRITCHARD
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Paul Pritchard, Trustee
/s/ STEVEN IACHINI
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Steven Iachini, Trustee
/s/ CARL ANDERSON
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Carl Anderson, personally
/s/ O. DON LAUHER
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EVRO, Corp., a Florida Corporation
Donald Lauher, Chief Financial Officer