Exhibit
10.41
DELTA MUTUAL,
INC.
6% PROMISSORY
NOTE
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$19,500
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June 27, 2008
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Sellersville,
Pennsylvania
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FOR VALUE
RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the "
Company "), with offices at 111 North Branch
Street, Sellersville, PA 18960, promises to pay to Security
Systems International, Inc. , a Delaware corporation, (the
" Lender "), with a mailing address of 9034 East
Caribbean Lane, Scottsdale, AZ 85260, in lawful money of the United
States of America, the principal sum of Nineteen Thousand Five
Hundred Dollars ($19,500), together with interest from the date of
this Note on the unpaid principal balance at a rate equal to six
percent (6.0%) per annum, computed on the basis of a year of 360
days. All unpaid principal, together with any then unpaid and
accrued interest, shall be due and payable at any time after the
earlier of each of (i)the Maturity Date (as defined below), or
(ii)when, upon or after the occurrence of an Event of Default (as
defined below), such amounts are declared due and payable by the
Lender or made automatically due and payable in accordance with the
terms hereof.
The following is a statement of the rights of
the Lender and the conditions to which this Note is subject, and to
which the Lender, by the acceptance of this Note,
agrees:
1.Definitions . As used in this
Note, the following capitalized terms have the following
meanings:
"Company"
includes the corporation initially executing this Note and any
Person which shall succeed to or assume the obligations of the
Company under this Note.
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1.1
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“Company” includes the corporation
initially executing this Note and any Person which shall succeed or
assume the obligations of the Company under this Note.
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1.2
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"Event of
Default" has the meaning given in Section 5
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1.3
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"Lender" shall
mean the Person specified in the introductory paragraph of this
Note.
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1.4
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"Maturity Date" shall mean the date on which the
Company receives demand for payment, in writing, from the
Lender.
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1.5
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"Obligations"
shall mean all obligations, owed by the Company to the Lender, now
existing or hereafter arising under or pursuant to the terms of
this Note.
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1.6
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"Person" shall
mean and include an individual, a partnership, a
corporation
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(including a
business trust), a joint stock Company, a limited liability
Company, an unincorporated association, a joint venture or other
entity or a governmental authority.
2.Interest . All accrued and unpaid interest on this note
shall be due and payable on the Maturity Date.
3.Repayment
at the Company’s Option. At any time after the date hereof and prior to
the maturity Date, the Company my repay this Note, including all
accrued interest, without penalty or premium, in whole or in part;
provided that such repayment will be applied first to the payment
of unpaid interest accrued n this Note, and second, to payment of
the principal amount of this Note.
4.Representations and Warranties of The
Lender . The Lender
represents and warrants to the Company upon the acquisition of the
Note as follows:
4.1 Binding Obligation. The Lender has full legal capacity, power and
authority to execute and deliver this Note and to perform its
obligations hereunder. This Note is a valid and binding obligation
of the Lender, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors'
rights generally and general principles of equity.
4.2 Own Account. The Lender is purchasing this Note for his own
account for investment, not as a nominee or agent, and not with a
view to, or for resale in connection with, the distribution
thereof. The Lender has such knowledge and experience in financial
and business matters that the Lender is capable of evaluating the
merits and risks of such investment, is able to incur a complete
loss of such investment and is able
