Exhibit 10.2
Walker Financial Corporation
6% Promissory Note
Dated: May 22, 2004 Principal Amount: $125,000.00
Garden City, New York
For Value Received, the undersigned, Walker Financial Corporation (together
with its successors and assigns, "Walker"), a Delaware corporation, hereby
promises to pay to Cindy Dolgin, an individual residing in the State of New York
("Lender"), the principal sum of One Hundred Twenty Five Thousand Dollars
($125,000.00), together with interest as set forth below.
1. Interest Rate. Until an event of Default shall have occurred, the
principal amount evidenced by this Note shall bear interest at the rate of 6%
per annum, computed on the basis of a 360-day year for the actual number of days
elapsed (the "Applicable Interest Rate"). Upon the occurrence of an event of
Default, the outstanding principal amount and any accrued but unpaid interest
thereon shall bear interest until paid at the Applicable Interest Rate plus an
additional 2% per annum (the "Default Interest Rate").
2. Payment Date; Payment Method; Prepayment.
(a) Payment Dates. Payment of all accrued and unpaid interest due under
this Note shall be payable at the maturity of the loan which will be August 22,
2004 (hereinafter the "Maturity Date"). Upon payment in full of the principal
evidenced by this Note (and any accrued but unpaid interest thereon), Lender
shall mark this Note "CANCELLED" and return this Note as so marked to Walker
within five days after such payment in full is confirmed.
(b) Payment Method. Payment of the principal evidenced by this Note (and
any accrued but unpaid interest thereon) shall be made by check or wire transfer
of immediately available funds to an account designated by Lender.
(c) Voluntary Prepayment. Walker may pay, without penalty or premium, the
principal amount evidenced by this Note (and any accrued but unpaid interest
thereon), in whole or part, at any time up to the Maturity Date upon no less
than five day's prior notice to Lender. Any partial prepayment shall first be
applied against any accrued and unpaid interest due under this Note and then to
the principal amount evidenced by this Note. In the event of a voluntary
prepayment being less than the full amount outstanding under this Note
(including any accrued but unpaid interest), upon surrender of this Note in
connection with said partial prepayment, Walker shall deliver to Lender a new
note substantially in the form of this Note and evidencing as principal any
amount not so prepaid.
3. Default; Acceleration.
(a) Any of the following shall constitute an event of Default under this
Note:
(i) the failure by Walker to pay any amounts required to be paid under this
Note on or before the date on which such payment was due;
(ii) the breach or noncompliance by Walker of any of its representations,
warranties or covenants contained in the Loan Agreement;
(iii) Walker shall
(A) apply for or consent to the appointment of a receiver or trustee of
Walker's assets;
(B) make a general assignment for the benefit of creditors;
(C) file a petition or other request no matter how denominated ("Petition")
seeking relief under Title 11 of the United States Code or under any other
federal or state bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute ("Bankruptcy Statute"); or
(D) file an answer admitting the material allegations of a Petition filed
against it in any proceeding under any Bankruptcy Statute;
(iv) there shall have entered against Walker an order for relief under any
Bankruptcy Statute; or
(v) a Petition seeking an order for relief under any Bankruptcy Statute is
filed by any one other than Walker and without Walker's consent or agreement
which is not dismissed or stayed within 60 days after the date of such filing,
or such Petition is not dismissed upon the expiration of any stay thereof.
(b) Upon the occurrence of an event of Default, the unpaid principal amount
evidenced by this Note (and any accrued but unpaid interest thereon) shall be
immediately due and payable.
(c) Until the occurrence of an event of Default, the principal amount
evidenced by this Note shall bear interest at the Applicable Interest Rate and
upon an event of Default, any unpaid principal amount and any accrued but unpaid
interest thereon under this Note shall bear interest until paid at the Default
Interest Rate.
4. Enforcement. All disputes regarding the enforcement or construction of
this Note shall be resolved in accordance with the Loan Agreement and may not be
resolved independently of the enforcement or construction of the Loan Agreement
which has been made a part hereof.
5. Assignment.. This Note is not assignable by Walker, and any purported
assignment of this Note shall be null and void and of no effect.
6. Governing Law. This Note and all rights and obligations hereunder shall
be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and be performed wholly within such State,
without regard to such State's conflicts of laws principles.
7. Notices. All requests, demands, notices and other communications
required or otherwise given under this Agreement shall be sufficiently given if
(a) delivered by hand against written receipt therefor, (b) forwarded by
overnight courier requiring acknowledgment of receipt or (c) mailed by postage
prepaid, registered or certified mail, return receipt requested, addressed as
follows:
If to Walker, to: Mitchell Segal, President
Walker Financial Corporation
990 Stewart Avenue
Suite 60A
Garden City, New York 11530
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If to Lender, to: Mrs. Cindy Dolgin
3 Jordan Drive
Great Neck, N.Y. 11021
or, in the case of any of the parties hereto, at such other address as such
party shall have furnished in writing, in accordance with this Section 8, to the
other parties hereto. Each such request, demand, notice or other communication
shall be deemed given (a) on the date of delivery by hand, (b) on the first
business day following the date of delivery to an overnight courier or (c) three
business days following mailing by registered or certified mail.
IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Note as of the date first above written.
Walker Financial Corporation
By: /S
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Mitchell Segal, President
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