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EXHIBIT 10.6
REVOLVING NOTE
$75,000.00 As of June 21, 2005
St. Louis, Missouri
Confluence Acquisition Partners I, Inc., a Delaware corporation
(the
"Maker") promises to pay to the order of Steven Oliveira (the
"Payee") the
principal sum of Seventy Five Thousand Dollars ($75,000) lawful
money of the
United States of America or such lesser amount as may have been
advanced and be
outstanding hereunder, on the terms and conditions described
below.
1. Principal. The principal balance of this Note shall be
repayable on the
earlier of (i) March 31, 2006 or (ii) the date on which Maker
consummates an
initial public offering of its securities.
2. Interest. No interest shall accrue on the unpaid principal
balance of
this Note.
3. Advancement of Funding. Maker shall have the right to request
from
Payee advances wider this Note and Payee shall make advances
under this Note, up
to an aggregate amount funded at any time of Seventy Five
Thousand and No/100
Dollars ($75,000.00).
4. Application of Payments. All payments shall be applied first
to payment
in full of any costs incurred in the collection of any sum due
under this Note,
including (without limitation) reasonable attorneys' fees, then
to the payment
in full of any late charges and finally to the reduction of the
unpaid principal
balance of this Note.
5. Events of Default. The following shall constitute Events of
Default:
(a) Failure to Make Required Payments. Failure by Maker to
pay
the principal of or accrued interest on this Note within five
(5)
business days following the date when due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of
a
voluntary case under the Federal Bankruptcy Code, as now
constituted
or hereafter amended, or any other applicable federal or
state
bankruptcy. insolvency, reorganization, rehabilitation or
other
similar law, or the consent by it to the appointment of or
taking
possession by a receiver, liquidator, assignee, trustee,
custodian,
sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of
Maker
generally to pay its debts as such debts become due, or the
taking
of corporate action by Maker in furtherance of any of the
foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or
order for relief by a court having jurisdiction in the premises
in
respect of maker in an involuntary case under the Federal
Bankruptcy
Code, as now or hereafter constituted, or any other
applicable
federal or state bankruptcy, insolvency or
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other similar law, or appointing a receiver, liquidator,
assignee,
custodian trustee, sequestrator (or similar official) of Maker
or
for any substantial part of its property, or ordering the
winding-up
or liquidation of its affairs, and the continuance of any
such
decree or order unstayed and in effect for a period o
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