EXHIBIT 10(AL)
IMAGING TECHNOLOGIES CORPORATION
PROMISSORY NOTE
$268,623.13
Buena ParkSan Diego, California
June 9, 2003
IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"),
the principal office of which is located at 15075 Via Del Campo, San Diego,
California 92127, for value received, evidenced by loans made by John Capezzuto
to Quik Pix, Inc. recorded on the general ledger of Quik Pix, Inc., hereby
promises to pay to Mr. Capezzuto, the sum of two hundred sixty-eight thousand,
six hundred twenty-three dollars and thirteen cents ($268,623.13), or such
lesser amount as shall then equal the outstanding principal amount hereof on the
terms and conditions set forth hereinafter. The principal hereof and any unpaid
accrued interest hereon, as set forth below, shall be due and payable on the
one-year anniversary of this Note. Payment for all amounts due hereunder shall
be made by mail to the registered address of the Holder. This Note is issued in
connection with that certain Agreement to acquire shares between the Company and
Quik Pix Inc., of even date herewith (the "Agreement to Acquire Shares").
The following is a statement of the rights of the Holder of this Note and
the conditions to which this Note is subject, and to which the Holder hereof, by
the acceptance of this Note, agrees:
1. Definitions. As used in this Note, the following terms, unless the
otherwise requires, have the following meanings:
(i) "Company" includes any corporation, which shall succeed to or assume the
obligations of the Company under this Note, it's subsidiaries or successors in
interest.
(ii) "Holder," when the context refers to a holder of this Note, shall mean
Mr. Capezzuto.
2. Interest. The Company shall pay annual interest of eight percent (8%)
on the principal amount of the Note.
3. Events of Default. If any of the events specified in this Sections 3
shall occur (herein individually referred to as an "Event of Default"), the
Holder of the Note may, so long as such condition exists, declare the entire
principal and unpaid accrued interest hereon immediately due and payable, by
notice in writing to the Company.
(i) Default in the payment of the principal and unpaid accrued interest of this
Note when due any payable if such default is not cured by the Company within
thirty (30) days after the Holder has given the Company written notice of such
default; or
(ii) The institution by the Company of proceedings to be adjudicated as bankrupt
or insolvent, or the consent by it to institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer or consent
seeking reorganization or release under the Federal Bankruptcy Act, or any other
applicable Federal or State law, or the consent by it to the filing of any such
petition or the appointment of a receiver, liquidator, assignee, trustee or
other similar official of the Company, or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the taking of corporate action by the Company in furtherance of any such action;
or
(iii) If, within sixty (60) days after commencement of any action against the
Company (and service of process in connection therewith on the Company) seeking
any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such action shall
not have been resolved in favor of the Company or all orders or proceedings
there under affecting the operations or the business of the Company stayed, or
if the stay of any such order or proceeding shall thereafter be set aside, or
if, within sixty (60) days after the appointment without the consent or
acquiescence of the Company of any trustee, receiver or liquidator of the
Company, such appointment shall not have been vacated.
4. Prepayment. Upon ten (10) days prior written notice to the Holder, the
Company may at any time prepay, without penalty, in whole or in part the entire
principal, plus all accrued interest thereon to date of payment, of this Note.
5. Collateral. The Holder has assigned US Patent number 5,782,026 entitled
"Back Lit Multi-Image Transparency" to Quik Pix, Inc. Said patent will be placed
in escrow with Mr. Owen Nocarrato, Esq. In the event of default as defined in
paragraph 3, and upon failure by Company to cure such default, the patent
assignment shall be cancelled and the patent delivered by escrow to Mr.
Capezzuto. In any event, the Company shall exercise free and full rights to
ownership and exercise of this patent, as the fully assigned owner, until such
failure to cure such Event of Default. Upon discharge of the obligations under
this Note the Escrow agent is to deliver such ownership certification to the
Company.
6. Waiver and Amendment. Any provision of this Note may be amended, waived
or modified upon the written consent of the Company and Holder.
7. Representations and Warranties. The representations and warranties of
the Holder contained in the Agreement to Acquire Shares are true and correct as
of the date hereof and are hereby incorporated herein as though set forth in
full.
8. Notices. Any notices, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if telegraphed or mailed by registered or
certified mail, postage prepaid, at the respective addresses of the parties as
set forth herein. Any party hereto may by notice so given change its address
for future notice hereunder. Notice shall conclusively be deemed to have been
given when personally delivered or when deposited in the mail or telegraphed in
the manner set forth above and shall be deemed to have been received when
delivered.
9. No Stockholder Rights. Nothing contained in this Note shall be
construed as conferring upon the Holder or any other person the right to vote or
to consent or to receive notice as a stockholder in respect of meetings of
stockholders for the election of directors of the Company or any other matters
or any rights whatsoever as a stockholder of the Company; and no dividends or
interest shall be payable or accrued in respect of this Note or the interest
represented hereby.
10. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of California, County of San Diego,
without regard to its choice of law principals. All disputes arising out of or
relating to this Note, the Agreement to Acquire Shares, or the parties'
relationship, including the termination thereof, shall be resolved by the Court
in this Jurisdiction.
11. Heading; References. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.
Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.
IN WITNESS WHEREOF, the Company has caused this Note to be issued this 9th day
of June 2003.
IMAGING TECHNOLOGIES CORPORATION
By: /s/ James R. Downey, Jr.
Chief Operating Officer
HOLDER:
By: /s/ John Capezzuto