Exhibit 10.20
PROMISSORY NOTE
OF
ARADYME CORPORATION
$100,000 June 30, 2005
ARADYME CORPORATION, a Delaware corporation (the "Company"), for value
received, hereby promises to pay to EnviroFresh, Inc, an accredited investor
(the "Noteholder"), or its assigns, the sum of $100,000 pursuant to the
Agreement of even date herewith between Noteholder and the Company, plus
interest accrued on unpaid principal at a rate of ten percent (10%) per annum
from the date the funds are received, in accordance with this promissory note
(the "Note"), until the principal amount hereof and all interest accrued thereon
is paid. The principal amount of this Note and the interest accrued thereon
shall be payable at the principal offices of the Noteholder or by mail to the
registered address of the Noteholder according to the following schedule: On or
before August 15, 2005, the principal amount and accrued interest as of that
date shall be due and payable, or on the earlier to occur of (i) a default under
this Note in accordance with section 3 below, or (ii) the date five days after
the date of any breach by the Company of any agreement with the Noteholder
and/or any affiliate of the Noteholder.
The following is a statement of the rights of the Noteholder and the
conditions to which this Note is subject and to which the Noteholder hereof, by
the acceptance of this Note, agrees:
1. Definitions. The following definitions shall apply for all purposes
of this Note:
1.1 "Company" shall mean the Company as defined above and
includes any corporation that shall succeed to or assume the obligations of the
Company under this Note.
1.2 "Noteholder" or similar term, when the context refers to a
holder of this Note, shall mean any person who shall at the time be the
registered holder of this Note.
2. Payment. The Company shall have the right at any time to prepay any
or all of the principal amount or accrued interest on this Note prior to the
maturity date of the Note.
3. Default. The Company will be in default if the Company fails to make
any payment when due hereunder. The Company will also be in default if any of
the following occurs and such default is not cured within a 10-day period after
the Noteholder has given the Company written notice of such default:
(a) the Company breaches any material obligation to the
Noteholder hereunder;
(b) a receiver is appointed for any part of the Company's
property, the Company makes an assignment for the benefit of creditors,
or any proceeding is commenced either by the Company or against the
Company under any bankruptcy or insolvency laws; or
(c) the Company suspends its normal business operations or
otherwise fails to continue to operate its business in the ordinary
course.
4. Security and Collateral. As security and collateral for amounts
advanced to the Company under this Note, Company grants Noteholder a security
position, and pledges the Company's Account Receivable, up to the amount due
under this Note, as collateral for advancing the funds on this Note.
5. Waiver and Amendment. Any provision of this Note may be amended,
waived, modified, discharged, or terminated solely upon the written consent of
both the Company and the Noteholder.
6. Assignment; Binding upon Successors and Assigns. The Company may not
assign any of its obligations hereunder without the prior written consent of
Noteholder. The terms and conditions of this Note shall inure to the benefit of
and be binding upon the successors and permitted assigns of the parties.
7. Waiver of Notice; Attorneys' Fees. The Company and all endorsers of
this Note hereby waive notice, demand, notice of nonpayment, presentment,
protest, and notice of dishonor. If any action at law or in equity is necessary
to enforce this Note or to collect payment under this Note, the Noteholder shall
be entitled to recover, as an element of the costs of suit and not as damages,
reasonable attorney's fees, costs, and necessary disbursements in addition to
any other relief to which it may be entitled. Noteholder will be entitled to
recover its costs of suit, regardless of whether such suit proceeds to final
judgment.
8. Construction of Note. The terms of this Note have been negotiated by
the Company, the original Noteholder, and their respective attorneys, and the
language hereof will not be construed for or against either the Company or the
Noteholder. Unless otherwise explicitly set forth, a reference to a section will
mean a section in this Note. The titles and headings herein are for reference
purposes only and will not in any manner limit the construction of this Note,
which will be considered as a whole.
9. Notices. Any notice, demand, request or other communication
permitted or required under this Note shall be in writing and shall be deemed to
have been given (a) as of the date so delivered if personally served; (b) as of
the date so sent if transmitted by facsimile and receipt is confirmed by the
facsimile operator of the recipient; (c) as of the date of sent if sent by
electronic mail and receipt is acknowledged by the recipient; (d) one day after
the date so sent if delivered by overnight courier service; or (e) three days
after the date so mailed if mailed by certified mail, return receipt requested,
addressed as follows:
To the Company, as follows: Aradyme Corporation
Attn. James R. Spencer
1255 North Research Way, Suite Q3500
Orem, Utah 84097
Telephone: (801) 705-5000
Facsimile: (801) 705-5001
E-mail: scott.mayfield@aradyme.com
To the Noteholder, as follows: EnviroFresh, Inc.
5722 South 1300 West
Salt Lake City, UT 84123
Telephone: (801) 964-2292
Facsimile: (801) 964-3484
E-mail: mdrasmussen@msn.com
or such other addresses, facsimile numbers, or electronic mail address as shall
be furnished in writing by any party in the manner for giving notices hereunder.
10. Governing Law. This Note shall be governed by and construed under
the internal laws of the United States and the state of Utah as applied to
agreements among Utah residents entered into and to be performed entirely within
Utah, without reference to principles of conflict of laws or choice of laws.
IN WITNESS WHEREOF, the Company has caused this Note to be signed in
its name as of the date first above written.
ARADYME CORPORATION
By /s/ James R. Spencer
---------------------------------
James R. Spencer, Chairman & CEO