EXHIBIT 10.7
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SECURED NOTE
June 1, 2001
Beverly, Massachusetts 01852
Andover Secure Resources PMB 144 301 Newbury Street, Danvers, MA 01923
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1. BORROWER'S PROMISE TO PAY
In return for a loan received, Andover Secure Resources of 301 Newbury
Street, Danvers, MA 01923 (PMB 144) promise to pay in U.S. Dollars the sum of
one million and 00/100 ($1,000,000.00) dollars (this amount is called
"principal"), plus interest at the rate cited below, to the order of the Lender.
The Lender is LocatePlus Holdings Corporation of 100 Cummings Center, Suite
235M, Beverly, Massachusetts 01915. It is understood that the Lender may
transfer this Note. The Lender or anyone who takes this Note by transfer and who
is entitled to receive payments under this Note is called the "Note Holder".
2. INTEREST
Interest will be charged on unpaid principal only on a monthly basis
until the full amount of principal has been paid. Borrower will pay interest at
a yearly rate of 10.000%.
The interest rate required by this Section 2 is the rate Borrower will
pay both before and after any default described in Section 6(B) of this Note.
3. PAYMENTS
(A) TIME AND PLACE OF PAYMENTS
Principal and interest payments shall be due on May 31, 2002.
Borrower will make payments at 100 Cummings Center, Suite 235M,
Beverly, Massachusetts 01915 or other place designated by the Lender in writing.
(B) AMOUNT OF PAYMENT
Payment shall be one million one hundred thousand ($1,100,000.00) U.S.
Dollars at the due date unless Noteholder accelerates pursuant to default or
pursuant to paragraph 4 below.
4. NOTEHOLDER'S RIGHT TO DEMAND AND REDEEM
Upon 30 days written Notice to Borrower, the Noteholder may call for
payment of the outstanding principal and interest on this Note in its entirety.
The Borrower shall on or before the 30th day after written receipt of such
Notice pay to the Noteholder the entirety of the principal and accumulated
monthly interest reduced by one (1) percent of the outstanding principal.
Borrower may make a full prepayment or partial prepayments without
paying any prepayment charge. The Noteholder will use prepayments to reduce the
amount of principal that owed under this Note. If Borrower makes a partial
prepayment, there will be no changes in the due date of the Note.
5. LOAN CHARGES
If a law, which applies to this loan and which sets maximum loan
charges, is finally interpreted so that the interest or other loan charges
collected or to be collected in connection with this loan exceed the permitted
limits, then: (i) any such loan charge shall be reduced by the amount necessary
to reduce the charge to the permitted limit; and (ii) any sums already collected
from me which exceed permitted limits will be refunded to me. The Noteholder may
choose to make this refund by reducing the principal owed under this Note or by
making a direct payment to Borrower. If a refund reduces principal, the
reduction will be treated as a partial prepayment.
6. BORROWER'S FAILURE TO PAY AS REQUIRED
(A) LATE CHARGE FOR OVERDUE PAYMENTS
If the Noteholder has not received the full amount of any payment by
the end of fifteen (15) calendar days after the date it is due, by the terms of
this Note or paragraph 4 herein, the Borrower will pay a late charge to the
Noteholder. The amount of the charge will be 3.000% of overdue payment of
principal and interest. Borrower will pay this late charge promptly but only
once on such late payment.
(B) DEFAULT
If Borrower does not pay the full amount due on May 31, 2002, Borrower
will be in Default.
(C) NOTICE OF DEFAULT
If the Borrower is in Default, the Noteholder may send a written notice
that demand is made for payment of the overdue amount by a certain date. The
Noteholder may require payment immediately of the full amount of principal that
has not been paid and all the interest that I owe on that amount. That date must
be at least 30 days after the date on which the notice is delivered or mailed by
the Noteholder to Borrower.
(D) NO WAIVER BY NOTEHOLDER
Even if, at a time when Borrower is in default, the Noteholder does not
require Borrower to pay immediately in full as described above, the Noteholder
will still have the right to do so if Borrower is in default at a later time.
(E) PAYMENT OF NOTEHOLDER'S COSTS AND EXPENSES
If the Noteholder has required payment immediately in full as described
above, the Noteholder will have the right to be paid back by Borrower for all of
its costs and expenses in enforcing this Note to the extent not prohibited by
applicable law. These expenses include, for example, reasonable attorneys' fees.
7. GIVING OF NOTICES
Unless applicable law requires a different method, any notice that must
be given to Borrower under this Note will be given by delivering it or by
mailing it by first class mail to Borrower at the Property Address above or at a
different address if given to the Noteholder in writing by certified mail.
Any notice that must be given to the Noteholder under this Note will be
given by mailing it by first class mail to the Noteholder at the address stated
in Section 3(A) above or at a different address if given a notice of that
different address.
8. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person or entity signs this Note, each person or
entity is fully and personally obligated to keep all of the promises made in
this Note including the promise to pay the full amount owed. Any person or
entity who is a guarantor, surety or endorser of this Note is also obligated to
do these things. Any person or entity who takes over these obligations,
including the obligations of a guarantor, surety or endorser of this Note, is
also obligated to keep all of the promises made in this Note. The Noteholder may
enforce its rights under this Note against each person individually or against
all persons or entities together. This means that means that any person or
entity signing may be required to pay all of the amounts owed under this Note.
9. WAIVERS
Borrower and any other person or entity who has obligations under this
Note waives the rights of presentment and notice of dishonor. "Presentment"
means the right to require the Noteholder to demand payment of amounts due.
"Notices of dishonor" means the right to require the Noteholder to give notice
to other persons or entities that amounts due have not been paid.
10. UNIFORM SECURED NOTE
This Note is a uniform instrument with limited variations in some
jurisdictions. In addition to the protections given to the Noteholder under this
Note, a Mortgage, Deed of Trust or Security Deed (the "Security Instrument"),
dated the same date as this Note, protects the Noteholder from possible losses
which might result if Borrower does not keep the promises which made in this
Note. That Security Instrument describes how and under what conditions Borrower
may be required to make immediate payment in full of all amounts Borrower owes
under this Note. Some of those conditions are described as follows:
TRANSFER OF THE PROPERTY OR A BENEFICIAL INTEREST IN BORROWER.
If all of any part of the Property or any interest in it is sold or
transferred (or if a beneficial interest in Borrower is sold or
transferred and Borrower is not a natural person) without Lender's
prior written consent, Lender may, at its option, require immediate
payment in full if all sums secured by this Security Instrument.
However, this option shall not be exercised by Lender if exercise is
prohibited by federal law as of the date of this Security Instrument.
If Lender exercises this option, Lender shall give Borrower
notice of acceleration. The notice shall provide a period of not less
than 30 days from the
date the notice is delivered or mailed within which Borrower must pay
all sums secured by this Security Instrument. If Borrower fails to pay
these sums prior to the expiration of this period, Lender may invoke
any remedies permitted by this Security Instrument without further
notice or demand on Borrower.
WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED
Dated: June 1, 2001
BORROWER
Authorized Representative
Andover Secure Resources
/s/ Timothy J. Rodden
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