Exhibit 10.25
PROMISSORY NOTE
SECURED BY GUARANTEE AGREEMENT
$562,500.00
Bakersfield, California
September 30, 2007
For Value
Received, PARK STAFFING SERVICES, LLC, a California limited
liability company (the "Maker" ), hereby promises to pay to
the order of COMPUTER CONTACT SERVICE, INC., a California
corporation (the "Holder" ), at such place or to such other
party or parties as the Holder of this Promissory Note may from
time to time designate in writing (the "Payment Address" ),
the principal sum of FIVE HUNDRED SIXTY-TWO THOUSAND FIVE HUNDRED
DOLLARS ($562,500.00), with interest at the rate of six percent
(6.0%) per annum in accordance with the terms and conditions
of this Promissory Note.
1.
Asset Purchase Agreement. This Promissory Note is
issued by the Maker pursuant to that certain Asset Purchase
Agreement dated March 30, 2007, entered into between the Maker and
the Holder (the "Asset Purchase Agreement" ).
2.
Guarantee Agreement. This Promissory Note is secured
by a guarantee agreement of even date herewith, executed and
delivered by Larry Eastland to the Holder (the "Security
Agreement").
3.
Monthly Payments. The Maker shall pay to the Holder
thirty-six (36) equal monthly installments in the amount of
SEVENTEEN THOUSAND TWO HUNDRED NINETY-TWO DOLLARS AND FORTY-ONE
CENTS ($17,292.41) each, commencing on January 1, 2008, and
continuing on the first day of each succeeding calendar month
thereafter through and including December 1, 2010.
4.
Crediting of Payments. This Promissory Note may be
prepaid, in whole or in part, at any time without penalty. Any
payment hereunder (including, without limitation, any prepayment)
shall be credited first on interest then due and the remainder, if
any, on principal; and interest shall thereupon cease to accrue
upon the amount of principal so credited. Principal and interest
hereunder shall be payable in lawful money of the United
States.
5.
Default. The entire unpaid principal balance of this
Promissory Note, together with all accrued and unpaid interest in
accordance herewith, shall, without notice, become immediately due
and payable at the option of the Holder in the event of any
default of
the Maker or any other person, firm or corporation who is or may
become liable for payment of all or any part of this
obligation:
(a) in the payment of any installment of principal or interest
within seven (7) days after it is due and payable under this
Promissory Note;
(b) in the payment of any other sum when due and payable under this
Promissory Note or the Security Agreement which shall continue
beyond the applicable grace period, if any; or
(c) in the performance or observance of any other covenant,
obligation or agree
