PROMISSORY NOTE
$40,000 JULY 1, 2003
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Vertical Computer Systems, Inc. ("Promissor"),
promises to pay to the order of Victor T. Weber ("Promissee"), in lawful money
of the United States of America the principal amount of Forty Thousand Dollars
and No Cents ($40,000.00 U.S.), together with interest on the amount of such
principal outstanding from time to time at the rate of thirteen (13%) per annum,
calculated on the basis of a three hundred sixty (360) day year containing
twelve (12) months of thirty (30) days each (the "Basic Interest Rate"), at the
times and in the manner provided herein. "Loan Documents" shall include any
related agreements referencing this promissory note (the "Note").
1. Payment of Principal and Interest. Principal and interest shall be paid as
follows: (i) five (5) monthly installment principal payments of $8,000 plus
accrued interest beginning August 1, 2003 until the principal, and all interest,
fees, charges, and other amounts owing hereunder have been paid in full.
Promissor shall pay all amounts owing under this Note in immediately available
funds to Promissee at Promissee's address as set forth herein, or at such other
place as may be specified in writing by Promissee. Each payment, when made,
shall be credited first to interest then due, and then at the option of
Promissee to principal, late charges, and other fees and expenses outstanding
hereunder in such order as Promissee may determine.
2. Interest Rate Upon Default. Should Promissor fail to pay any amount owing
hereunder as and when due, whether the same is due regularly as scheduled or by
reason of acceleration following default or otherwise, then interest shall
accrue on the past due amount at the Basic Interest Rate.
3 Default; Remedies. Each of the following occurrences and conditions shall
constitute an Event of Default upon written notice by Promissee to Promissor:
a. failure by Promissor to pay within five (5) business days of the date
when due any money, whether principal, interest, or otherwise, under this Note;
or
b. failure of Promissor to perform any obligation other than an obligation
to pay money, as and when performance of such obligation is due under this Note
or Loan Documents which failure continues for fifteen (15) days after notice
thereof from Promissee to Promissor; .
Notwithstanding anything to the contrary herein or any Loan Document, if at any
time following the occurrence of any Event of Default, or following the
occurrence of any event as a consequence of which the obligations evidenced
hereby may be accelerated, then at the election of Promissee and providing that
Promissor has not cured the Event of Default within seven (7) business days
after written notice from Promissee, the entire amount of principal then
outstanding under this Note and all interest, fees, charges, and other amounts
owing and then unpaid hereunder shall become immediately due and payable, and
Promissee may exercise any and all rights that it may have under the Loan
Documents, at law, in equity, and otherwise.
4. Attorneys' Fees. Promissor shall pay to Promissee upon demand all costs and
expenses incurred by Promissee in connection with determination, protection, or
enforcement of any and all of Promissee's rights hereunder or under any of the
Loan Documents .
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5. Waiver of Notice. Promissor and each endorser, guarantor and surety of this
Note hereby waive diligence, demand, presentment for payment, notice of
discharge, notice of nonpayment, protest and notice of protest, and specifically
consent to and waive notice of any renewals or extensions of this Note, whether
made to or in favor of Promissor or any other person or persons. Promissor and
each endorser, guarantor and surety of this Note further waive and renounce all
rights to the benefits of all statutes of limitation and any moratorium,
appraisement, by any federal exception and homestead now or hereafter provided
or state law or statute, including but not limited to exemptions provided by or
allowed under the Bankruptcy Code, both as to each of themselves personally and
as to all of their property, whether real or personal, against the enforcement
and collection of the obligations evidenced by this Note and any and all
extensions, renewals and modifications thereof.
6. Notices. All notices required hereunder or pertaining hereto shall be in
writing and shall be deemed delivered and effective upon the earlier of (i)
actual receipt, or (ii) the date of delivery or refusal of the addressee to
accept delivery if such notice is sent by express courier service or United
States mail, postage prepaid, certified or registered, return receipt requested,
in either case to the applicable address as follows:
To Promissee: Victor T. Weber
9416 Gold Mountain Drive
Las Vegas, NV 89134
To Promissor: Vertical Computer Systems, Inc.
6336 Wilshire Boulevard
Los Angeles, CA 90048
Attn: President
Notwithstanding the foregoing, any notice under or pertaining to the Loan
Documents or the obligations secured thereby given and effective in accordance
with applicable law shall be effective for purposes hereof. Either party may
change the address at which it is to receive notices hereunder to another
business address within the United States (but not a post office box or similar
mail receptacle) by giving notice of such change of address in accordance
herewith.
7. Exercise of Rights. No single or partial exercise of any of Promissee's
rights or powers under this Note or any of the other Loan Documents shall
preclude any other or further exercise thereof or the exercise of any other
right or power. Each and all rights and remedies of Promissee hereunder and
under the Loan Documents are cumulative and in addition to each and all other
such rights and remedies. No exercise of any right or remedy shall preclude
exercise of any other right or remedy.
8. No Waiver. No failure of Promissee to insist upon strict performance of any
obligation of Promissor or to exercise any right or remedy hereunder or under
the Loan Documents, whether before or after any default, shall constitute or
give rise to a waiver thereof, and no waiver of any default shall constitute a
waiver of any future default or of any other default. No failure to accelerate
the debt evidenced hereby by reason of default hereunder or otherwise, and no
acceptance of any past due payment hereunder or acceptance of any amount less
than the amount then due, and no other indulgence that may be granted by
Promissee from time to time shall (a) preclude the exercise of any right that
Promissee may have at law, in equity, by contract or agreement or otherwise, or
(b) constitute or give rise to (i) a waiver of such right of acceleration or any
other right, or (ii) a novation of this Note or a reinstatement of the debt
evidenced hereby, or (iii) any waiver of Promissee's rights to demand and
receive from Promissor full and prompt payment and performance thereafter, to
impose late charges retroactively, or to declare a default. Promissor and each
endorser, guarantor, and surety of this Note hereby expressly waive the benefit
of any statute or rule of law or equity which would produce any result contrary
to or otherwise in conflict with any of the foregoing.
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9. Assignment; Successors and Assigns. Promissee may assign or otherwise
transfer all or any part of its interest herein. Promptly following written
notice of such assignment or other transfer, duly executed by Promissee,
Promissor shall render full and complete performance hereunder as and when due
to the transferee so designated by Promissee. Promissor shall not assign or
transfer all or any of its interests or obligations hereunder, and any attempted
or purported assignment or transfer by Promissor shall be void and of no force
or effect. Subject to the foregoing, the terms of this Note shall apply to, be
binding upon, and inure to the benefit of ail parties hereto and their
successors and assigns.
10. Modification. This Note shall not be modified, amended, or terminated,
except by written agreement duly executed and delivered by both Promissee and
Promissor.
11. Conflicts. In the event of any conflict between any provision of this Note
or the Loan Documents, which conflict cannot reasonably be resolved in such a
way as to give effect to all provisions herein and therein contained, this Note
shall govern.
12. Severability. If any provision of this Note or any payments pursuant to the
terms hereof shall be invalid or unenforceable to any extent, the remainder of
this Note and any other payments hereunder shall not be affected thereby and
shall be enforceable to the greatest extent permitted by law.
13. Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of California and subject to the jurisdiction and
venue of the state and federal courts of Los Angeles, California.
IN WITNESS WHEREOF, Promissor has executed and delivered this Note as of
the date first written above.
VERTICAL COMPUTER SYSTEMS, INC.
By ____________________________________
Richard Wade, President
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