Exhibit 10.17
PROMISSORY
NOTE
$600,000.00
December
16, 2002
FOR VALUE
RECEIVED, the undersigned, DPMG, INC., a Delaware corporation (the
“Maker”), hereby promises to pay, upon demand, to the
order of GRG Corp., an Oklahoma corporation (“Payee”),
at its offices at 16 South Pennsylvania Avenue, Oklahoma City,
Oklahoma 73106 in lawful money of the United States of America, the
principal sum of Six Hundred Thousand Dollars and 00/100 Dollars
($600,000.00) or so much thereof as may be advanced from time to
time hereunder, together with interest on such principal amount as
herein specified.
As used in this
Note, the following terms shall have the respective meanings
indicated below:
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“Loan
Interest Rate” means 2% per annum above the Prime Rate (as
hereinafter defined), compounded semi-annually and based on a 360
day year.
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“Maturity
Date” means the date upon which Payee demands payment of all
principal and accrued interest hereunder.
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“Maximum
Rate” means the maximum rate of non-usurious interest
permitted by applicable law and calculated after taking into
account any and all relevant fees, payments, and other charges in
respect of this Note which are deemed to be interest under
applicable law; provided however , in no event shall the
Maximum Rate exceed 18% per annum.
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"Prime Rate"
means the annual lending rate of interest announced from time to
time by J.P. Morgan Chase and Co., New York, New York, as its prime
rate.
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The outstanding
principal balance hereunder shall bear interest at a rate per annum
which shall be equal to the lesser of (a) the Maximum Rate, or (b)
the Loan Interest Rate. All payments made pursuant to
this Note shall be applied to the payment of accrued interest
before being applied to the payment of principal.
Notwithstanding
anything to the contrary contained herein, no provisions of this
Note shall require the payment or permit the collection of interest
in excess of the Maximum Rate. If any excess of interest
in such respect is herein provided for, or shall be adjudicated to
be so provided, in this Note or otherwise in connection with this
loan transaction, the provisions of this paragraph shall govern and
prevail, and neither Maker nor the sureties, guarantors, successors
or assigns of Maker shall be obligated to pay the excess amount of
such interest, or any other excess sum paid for the use,
forbearance or detention of sums loaned pursuant
hereto. If, for any reason, interest in excess of the
Maximum Rate shall be deemed charged, required or permitted by any
court of competent jurisdiction, any such excess shall be applied
as a payment and reduction of the principal of indebtedness
evidenced by this Note; and, if the principal amount hereof has
been paid in full, any remaining excess shall forthwith be paid to
Maker. In determining whether or not the interest paid
or
