Exhibit 10.3
PROMISSORY NOTE
$148,580.53 As of July 17, 1998
FOR VALUE RECEIVED, the undersigned, M. TED DILLARD, whose address is
2016 St. Andrews, Richardson, TX 75082 (herein referred to as "Maker"),
promises to pay to the order of Diversified Corporate Resources, Inc., a
Texas corporation (herein referred to as "Payee"), at 12801 N. Central
Expwy., Suite 350, Dallas, TX 75243, in lawful money of the United States of
America, the principal sum of ONE HUNDRED FORTY EIGHT THOUSAND FIVE HUNDRED
EIGHTY AND 53/100 ($148,580.53). In addition to said principal sum, Maker
also agrees to pay interest on the unpaid amount thereof computed from and
after the date of this Note until maturity at the rate per annum (herein
called the "Rate") equal to the applicable federal long-term rate of interest
during each month prior to the Maturity Date (as herein defined). In no event
shall the Rate exceed the maximum rate of nonusurious interest allowed from
time to time by law as is now, or to the extent allowed by law as may
hereafter be, in effect (herein called the "Highest Lawful Rate"), with
adjustments in the Rate due to changes in the Highest Lawful Rate, to be made
on the effective date of any applicable change.
The unpaid principal balance of and interest on this Note shall be due
and payable in full on July 17, 2003 (herein such date shall be called the
"Maturity Date"). Interest shall be quarterly on the last day of the month of
January, April, July and October beginning October, 1998.
Maker shall be entitled to prepay this Note in whole or in part at any
time or times without penalty. All payments shall be applied first to accrued
and unpaid interest and the balance, if any, to principal.
Notwithstanding the foregoing, if at any time the Rate exceeds the
Highest Lawful Rate, the Rate to accrue on this Note shall be limited to the
Highest Lawful Rate, but any subsequent reductions in the Rate shall not
reduce the Rate below the Highest Lawful Rate until the total amount of
interest accrued on this Note equals the amount of interest which would have
accrued if the Rate had at all times been in effect without reduction because
of the ceiling of the Highest Lawful Rate.
Maker and any and all co-makers, endorsers, guarantors and sureties
severally waive presentment for payment, notice of non-payment, protest,
demand, notice of protest, notice of intention to accelerate, notice of
acceleration and dishonor, diligence in enforcement and indulgences of every
kind, and hereby agree that this Note and the liens securing its payment may
be extended and re-extended and the time for payment extended and re-extended
from time to time without notice to them or any of them, and they severally
agree that their liability on or with respect to this Note shall not be
affected by any release or change in any security at any time existing or by
any failure to perfect or maintain perfection of any security interest in
such security.
If the entire unpaid principal balance plus all accrued and unpaid
interest due and owing on this Note is not paid at maturity whether by
acceleration or otherwise and is placed in the hands of an attorney for
collection, or suit is filed hereon, or proceedings are had in probate,
bankruptcy, receivership, reorganization, arrangement or other legal
proceedings for collection hereof, Maker and each other liable party agree to
pay Payee its collection costs, including a reasonable amount for attorneys'
fees, but in no event to exceed the maximum amount
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permitted by law. Maker and each other liable party are and shall be directly
and primarily, jointly and severally, liable for the payment of all sums
called for hereunder, and Maker and each other liable party hereby expressly
waive bringing of suit and diligence in taking any action to collect any sums
owing hereon and in the handling of any security hereunder, and Maker and
each other liable party hereby consent to and agree to remain liable hereon
regardless of any renewals, extensions for any period or rearrangements
hereof, or any release or substitution of security herefore, in whole or in
part, with or without notice, from time to time, before or after maturity.
Regardless of any provisions contained in this Note, or any other
instrument executed in connection herewith, no holder of this Note shall ever
be entitled to receive, collect or apply, as interest on the indebtedness
evidenced hereby, any amount in excess of the maximum rate of interest
permitted to be charged by applicable law, and, in the event any such older
ever receives, collects or applies as interest, on the indebtedness evidenced
hereby, any amount in excess of the maximum rate of interest permitted to be
charged by applicable law, such amount which would be excessive interest
shall be deemed a partial prepayment of principal and treated hereunder as
such; and, if the indebtedness evidenced hereby is paid in full, any
remaining excess shall forthwith be paid to Maker. In determining whether or
not the interest paid or payable, under any specific contingency, exceeds the
Highest lawful Rate, the holder shall, to the maximum extent permitted under
applicable law, (a) characterize any non-principal payment as an expense, fee
or premium rather than as interest, (b) exclude voluntary prepayment and the
effects thereof, and (c) amortize, prorate, allocate and spread, in equal
parts, the total amount of interest throughout the entire contemplated term
of this Note so that the interest rate is uniform throughout the entire term
of this Note; provided that if this Note is paid and performed in full prior
to the end of the full contemplated term hereof, and if the interest received
for the actual period of existence thereof exceeds the Highest Lawful Rate,
the holder shall refund to Maker the amount of such excess, and, in such
event, no holder shall be subject to any penalties provided by any laws for
contracting for, charging or receiving interest in excess of the Highest
Lawful Rate.
This Note is secured by that certain Security Agreement dated as of
July 17, 1998 executed and delivered by Maker to Payee covering 20,000 shares
of common stock of Maker. Upon the sale of any of the collateral pledged to
secure this note, the proceeds thereof shall be applied to the principal
amount of the Note.
This Note is also secured by all security agreements, collateral
assignments, guaranties, deeds of trust and lien instruments executed by
Maker in favor of Payee or any other holder of this Note, including those
executed simultaneously herewith, those executed heretofore and those
hereafter executed.
This Note has been executed and delivered in and shall be construed in
accordance with and governed by the laws of the State of Texas.
MAKER:
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M. TED DILLARD
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