<PAGE>
EXHIBIT 10.36
Promissory Note
Schedule 01
PROMISSORY NOTE
To Master Security Agreement No. 3081027
___________________
(Date)
FOR
VALUE RECEIVED, GeneCraft, Inc., a Delaware corporation, located at
the
address stated below ("MAKER") promises, jointly and severally if
more than one,
to pay to the order of Oxford Finance Corporation or any subsequent
holder
hereof (each, a "PAYEE") at its office located at 133 N. Fairfax
Street,
Alexandria, VA 22314 or at such other place as Payee or the holder
hereof may
designate, the principal sum of _______ ($______), with interest on
the unpaid
principal balance, from the date, hereof through and including the
dates of
payment, at a fixed interest rate of _______ percent (___%) per
annum, in _____
consecutive monthly installments of principal and interest as
follows:
<TABLE>
<CAPTION>
Periodic Installment Amount
-------------------- ------
<S>
<C>
_____
$_____
</TABLE>
each ("PERIODIC INSTALLMENT") and a final installment which shall
be in the
amount of the total outstanding principal and interest. The first
and last
Periodic Installment shall be due and payable on or about _____ and
the
following Periodic Installments and the final installment shall be
due and
payable on the same day of each succeeding month (each, a "PAYMENT
DATE")
beginning on ______. Such installments have been calculated on the
basis of a
360-day year of twelve 30-day months. Each payment may, at the
option of the
Payee, be calculated and applied on an assumption that such payment
would be
made on its due date. Receipt of the last Periodic Installment in
advance has
the effect of increasing the interest rate to _______ percent
(___%) per annum
(the amortizated "EFFECTIVE RATE").
The
acceptance by Payee of any payment which is less than payment in
full
of all amounts due and owing at such time shall not constitute a
waiver of
Payee's right w receive payment in full at such time or at any
prior or
subsequent time.
The
Maker hereby expressly authorizes the Payee to insert the date
value is
actually given in the blank space on the face hereof and on all
related
documents pertaining hereto.
This
Note may be secured by a security agreement, chattel mortgage,
pledge
agreement or like instrument (each of which is hereinafter called a
"SECURITY
AGREEMENT" and any Security
IMPORTANT NOTICE:
THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH
CONSTITUTES A
WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE
CREDITOR TO
OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.
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Promissory Note
Schedule 01
Agreement, this Note and any other document evidencing or securing
this loan is
hereinafter called a "DEBT DOCUMENT").
Time
is of the essence hereof. If any installment or any other sum
due
under this Note or any Security Agreement is not received when due,
the Maker
agrees to pay, in addition to the amount of each such installment
or other sum,
a late payment charge of five percent (5%) of the amount of said
installment or
other sum, but not exceeding any lawful maximum. If (i) Maker fails
to make
payment of any amount due hereunder, or (ii) Maker is in default
under, or fails
to perform under any term or condition contained in any Security
Agreement, then
the entire principal sum remaining unpaid, together with all
accrued interest
thereon and any other sum payable under this Note or any Security
Agreement, at
the election of Payee, shall immediately become due and payable,
with interest
thereon at the lesser of fifteen percent (15%) per annum or the
highest rate not
prohibited by applicable law from the date of such accelerated
maturity until
paid (both before and after any judgment).
Notwithstanding anything to the contrary contained herein or in
the
Security Agreement, Maker may not prepay in full or in part any
indebtedness
hereunder without the express written consent of Payee in its sole
discretion.
The
Maker and all sureties, endorsers, guarantors or any others (each
such
person, other than the Walter, an "OBLIGOR") who may at any time
become liable
for the payment hereof jointly and severally consent hereby to any
and all
extensions of time, renewals, waivers or modifications of, and all
substitutions
or releases of, security or of any party primarily or secondarily
liable on this
Note or any Security Agreement or any term and provision of either,
which may be
made, granted or consented to by Payee, and agree that suit may be
brought and
maintained against any one or more of them, at the election of
Payee without
joinder of any other as a party thereto, and that Payee shall not
be required
first to foreclose, proceed against, or exhaust any security hereof
in order to
enforce payment of this Note. The Maker and each Obligor hereby
waives
presentment, demand for payment, notice of nonpayment, protest,
notice of
protest, notice of dishonor, and all other notices in connection
herewith, as
well as filing of suit (if permitted by law) and diligence in
collecting this
Note or enforcing any of the security hereof, and agrees to pay (if
and to the
extent permitted by law) all expenses incurred in collection,
including Payee's
actual attorneys' fees. Maker and each Obligor agrees that fees not
in excess of
twenty percent (20%) of the amount then due shall be deemed
reasonable.
Maker and Lender intend to strictly comply with all applicable
federal and
Virginia laws, including applicable usury laws (or the usury laws
of any
jurisdiction whose usury laws are deemed
IMPORTANT NOTICE:
THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH
CONSTITUTES A
WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE
CREDITOR TO
OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.
-2-
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Promissory Note
Schedule 01
to apply to the Note or any other Debt Document despite the
intention and desire
of the parties to apply the usury laws of the Commonwealth of
Virginia).
Accordingly, the provisions of this paragraph shall govern and
control over
every other provision of this Note or any other Debt Document which
conflicts or
is inconsistent with this Section, even if such provision declares
that it
controls. As used in this paragraph, the term "interest" includes
the aggregate
of all charges, fees, benefits or other compensation which
constitute interest
under applicable law, provided that, to the maximum extent
permitted by
applicable law, (a) any non-principal payment shall be
characterized as an
expense or as compensation for something other than the use,
forbearance or
detention of money and not as interest, and (b) all interest at any
time
contracted for, reserved, charged or received shall be amortized,
prorated,
allocated and spread, in equal parts during the full term of
the
