EXHIBIT 10.45
PROMISSORY NOTE
$20,000
October 21, 2005
FOR VALUE RECEIVED, the undersigned, DIASYS
CORPORATION, a Delaware Corporation with an address at 21 West
Main Street, Waterbury, Connecticut 06702 (the
“Company”), promises to pay to the order of MORRIS
SILVERMAN, an individual with a place of business at 790 Estate
Drive, Suite 100, Deerfield, Illinois 60015 ("Payee"), or any
subsequent assignee or holder hereof (Payee or any subsequent
assignee or holder hereof sometimes being hereinafter referred to
as "Holder"), the principal sum of TWENTY THOUSAND AND 00/100
DOLLARS ($20,000) , together with: (i) interest on the unpaid
principal balance of this Note, from the date hereof until said
balance shall have been paid in full, at the rate or rates and in
the manner hereinafter provided; (ii) all costs and expenses,
including reasonable attorneys' fees, incurred in collecting or
attempting to collect the indebtedness evidenced by this Note, or
in any litigation or controversy arising from or connected with
this Note; and (iii) all taxes or duties assessed upon the
indebtedness evidenced by this Note. All amounts owing under
this Note shall be payable in legal tender of the United States of
America.
The principal balance of the indebtedness evidenced by this Note
outstanding from time to time shall bear interest, from the date
hereof until said indebtedness shall have been paid in full, at the
rate of six percent (6%) per annum. Interest shall be
calculated on the daily unpaid principal balance of the
indebtedness evidenced by this Note based on a 360-day year,
provided that interest shall be due for the actual number of days
elapsed during each period for which interest is being charged.
Installments of accrued interest shall be due and payable
commencing on the last day of December, 2005, and continuing on the
last day of each, March, June, September and December thereafter so
long as any of the indebtedness evidenced by this Note is
outstanding.
The principal amount hereof and all accrued interest shall be due
and payable on Demand.
Any payment under this Note which is stated to be due on a day
other than a "Business Day" (a day on which banks are open for
business in Waterbury, Connecticut) shall be made on the next
succeeding Business Day, and any such extension of time shall be
included in the computation of the amount of interest to be
paid.
Company shall have the right to prepay the indebtedness evidenced
by this Note at, in whole or in part, at any time, without
prepayment premium or penalty.
It shall be an Event of Default hereunder if Company shall fail to
make any payment under this Note when due. Any failure by
Holder to exercise any right under this Note arising or existing as
a result of such Event of Default, or any delay in such exercise,
shall not constitute a waiver of the right to exercise such right
at a later time so long as such Event of Default shall remain
uncured, and shall not constitute a waiver of the right to exercise
such right if any other Event of Default shall occur. The
acceptance by Holder of payment of any sum payable under this Note
after the due date of such payment shall not be a waiver of
Holder's right to require prompt payment when due of all other sums
payable under this Note.
Upon the occurrence of any Event of Default or upon maturity
hereof, the outstanding principal balance of the indebtedness
evidenced by this Note shall, at the option of Holder, bear
interest from the date of occurrence of such Event of Default or
such maturity until collect
