Exhibit
10.6
INTEREST BEARING NON-CONVERTIBLE
INSTALLMENT PROMISSORY NOTE
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$1,500,000
, Alabama
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January , 2006
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FOR
VALUE RECEIVED, the undersigned (the "Maker")
promises to pay to the
order of VICIS CAPITAL
MASTER FUND or its assigns (the "Holder"), the principal
sum of One Million Five Hundred Thousand and
No/100 Dollars ($1,500,000). The
rights, claims, duties
and liabilities of the parties hereto are subject to and
controlled by the following terms and conditions:
1.
Method and
Place of Payment.
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Payments of
principal and interest shall be made in lawful
money of the
United States
of America at the principal place of business
of the Holder as
specified below, or at such other location as it may hereafter
designate.
2.
Principal and
Interest Payments.
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The
entire principal amount of this note (the "Note"), together with
interest accruing
thereon at an annual rate of interest of twelve percent (12%)
shall be payable in eighteen (18) equal installments, each of Ninety Six
Thousand Eight
Hundred Eighty Six and 27/100 Dollars
($96,886.27), the first
installment to be
payable on July 12, 2006 and monthly thereafter. Each payment
shall first
be applied in satisfaction of the interest then
accrued and any
balance in amortization of the principal debt.
Nothing herein,
nor any transaction
related hereto, shall be construed to
operate so as to
require the Maker to pay interest at a greater rate than shall
be lawful. Should any
interest or other charges paid by the Maker in connection
with the loan evidenced by this Note result in computation or earning of
interest in
excess of the maximum contract rate of
interest which is legally
permitted under
applicable New York law or federal preemption statute, then any
and all such excess is hereby waived by the
Holder and shall be automatically
credited against and
in reduction of the balance due hereunder, and any portion
which exceeds
such balance shall be paid by the
Holder to the Maker. Anything
contained herein
to the contrary notwithstanding, if for any reason the
effective rate
of interest on this
Note should exceed the maximum lawful rate,
the effective
rate shall be deemed
reduced to and shall be such maximum lawful
rate.
3.
Prepayment.
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The
Maker shall have the privilege and
option to pay the entire principal
amount of this Note or any part thereof, together with accrued interest
calculated to
the date of such payment, at any time prior to the various
maturity dates of the installments due hereunder; provided,
however, that if any
prepayment is
made, there shall be paid therewith, as
consideration for the
privilege of making
such payment(s), a penalty equal to one percent (
