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EXHIBIT 10.19
PROMISSORY NOTE
Line of Credit
Prime Based Rate
$600,000.00
DUE DATE: APRIL 30, 2006
DATED: APRIL 15, 2005
FOR VALUE RECEIVED, on or before the Due Date, the undersigned,
jointly and severally if more than one maker ("Borrower"),
promise(s) to pay to
the order of Standard Federal Bank N.A., a national banking
association
("Bank"), at 2600 West Big Beaver Road, Troy, Michigan 48084, or at
such other
place as the Bank may designate in writing, the principal sum of
SIX HUNDRED
THOUSAND AND NO/100 DOLLARS ($600,000.00), or such lesser amount as
may from
time to time be outstanding by reason of having been advanced
hereunder, plus
interest as hereinafter provided on all amounts outstanding
hereunder, all in
lawful money of the United States of America.
INTEREST RATE. The principal outstanding under this Promissory
Note
("Note") from time to time shall bear interest on a basis of a year
of 360 days
for the actual number of days amounts are outstanding hereunder, at
a rate per
annum ("Effective Interest Rate") equal to ONE-QUARTER PERCENT
(0.25%) ABOVE the
BANK'S PRIME RATE. "Bank's Prime Rate" means that rate of interest
established
and designated by the Bank, in its sole discretion, to be its prime
rate as the
same may be changed from time to time. It is understood and agreed
by Borrower
that the Effective Interest Rate shall be determined by reference
to the "prime
rate" so established and designated by the Bank and not by
reference to the
actual rate of interest charged by the Bank to any particular
borrower or
borrowers and shall automatically increase or decrease when and to
the extent
that the Bank's Prime Rate shall have been increased or
decreased.
ADVANCES. This Note evidences the "Line of Credit," as defined in
the
Business Loan Agreement hereinafter referenced. This Note replaces
and
supersedes Borrower's Promissory Note (Line of Credit) dated
December 18, 2003,
as amended, in favor of the Bank, in the principal amount of
$600,000.00. The
principal amount of indebtedness owing pursuant to this Note shall
change from
time to time, decreasing in an amount equal to any and all payments
of principal
made by the Borrower and increasing by an amount equal to any and
all advances
made by the Bank to the Borrower pursuant to the terms hereof. The
books and
records of the Bank shall be conclusive evidence of the amount of
principal and
interest owing hereunder at any time. From time to time, the Bank
shall furnish
Borrower a statement of the amount of principal and interest owing
or
outstanding hereunder, which statement shall be deemed to be
correct, accepted
by, and binding upon Borrower, unless the Bank receives a written
statement of
exceptions from Borrower within ten (10) days after such statement
has been
furnished.
PAYMENT. Accrued interest shall be payable beginning on May20,
2005,
and continuing on the same day of each consecutive month
thereafter. The
principal balance and all accrued interest shall be due on the Due
Date. All
payments made hereunder shall be applied first against costs and
expenses
required to be paid hereunder, then against accrued interest to the
extent
thereof and the balance shall be applied against the outstanding
principal
amount hereof.
PREPAYMENT. Notwithstanding anything to the contrary contained
herein,
this Note may be prepaid, in full or in part, without the payment
of any
prepayment fee or penalty.
INTEREST RATE LIMITED TO MAXIMUM PROVIDED BY LAW. Nothing
herein
contained, nor any transaction relating hereto, shall be construed
or so operate
as to require the Borrower to pay, or be charged, interest at a
greater rate
than the maximum allowed by the applicable law relating to this
Note. Should any
interest, or other charges, charged, paid or payable by the
Borrower in
connection with this Note, or any other document delivered in
connection
herewith, result in the charging, compensation, payment or earning
of interest
in excess of the maximum allowed by applicable law, then any and
all such excess
shall be and the same is her
