Exhibit 10.125
VCampus
Corporation
Secured Short-Term Working
Capital Note
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February 13, 2007
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Reston, Virginia
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$ ,000
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For value received, the undersigned,
VCAMPUS CORPORATION, a Delaware corporation (the “
Company ”), with an address of 1850 Centennial Park
Drive, Suite 200, Reston, Virginia, 20191, hereby unconditionally
promises to pay to the order of [Name of Lender]or its permitted
assigns (the “ Holder ”), at such place as the
legal holder of this Note may from time to time designate in
writing, in lawful currency of the United States of America, the
principal balance of
Dollars
($ ,000) , in
immediately available funds, together with simple interest at the
rate provided below from the date hereof. The unpaid
principal balance of this Note and all interest accruing thereon
shall be payable as follows:
1.
Interest . Interest shall accrue on the unpaid
principal balance of this Note at a fixed rate equal to ten percent
(10%) per annum over a 365-day year.
2.
Repayment . Unless sooner repaid as provided herein,
all interest accruing on the unpaid principal balance of this Note,
together with the entire unpaid principal balance of this Note,
shall be due and payable on the earlier of: (a) within three
(3) days of the date the Company receives its next annual payment
of at least $500,000 in cash proceeds under that certain
subcontract between the Company and Amer Technology, Inc., which
serves as the prime contractor under its contract with the U.S.
Department of Veterans’ Affairs (the “VA
Contract”); or (b) the date the Holder demands repayment on
this Note at any time on or after June 30, 2007 (the “
Maturity Date ”). Unless otherwise agreed or
required by applicable law, payments will be applied first to any
unpaid collection costs, then to accrued and unpaid interest, and
then to principal. All unpaid principal and interest on this
Note may be prepaid in whole or in part at any time without premium
or penalty.
3.
Collateral . This Note is secured by an interest in
the Company’s right to receive payment under the VA Contract,
such that the Company shall repay the balance due hereunder within
three (3) days of the date it receives such payment. The
Company’s obligation to repay the loan evidenced by this note
is absolute and unconditional, regardless of whether or not the VA
Contract gets funded. As back-up security for the loan, the
Company agrees that if the loan is not repaid by the Maturity Date,
for any reason, from the proceeds under the VA Contract, the
Company shall undertake best efforts to either: (a) provide
substitute collateral to Holder of equivalent value; or (b)
liquidate or make available such assets or other collateral as may
be available and necessary to repay the loan. The
Company’s obligations hereunder are subject to the rights of
the Company’s senior secured creditors and applicable
law.
4.
Events of Default . Each of the following shall
constitute an Event of Default under this Note:
(a) the
failure of the Company to make any payment when due on this
Note;
(b) the
failure of the Company, in any material respect, to comply with or
to perform when due any other term, obligation, covenant or
condition contained in this Note. If any failure, other than
a failure to pay money, is curable, it may be cured (and no Event
of Default will have occurred) if the Company after receiving
written notice from the Holder demanding cure of such
failure: (i) cures the failure within thirty (30) days;
or (ii) if the cure requires more than thirty (30) days,
immediately initiates steps sufficient to cure the failure and
thereafter continues and completes all reasonable and
necessary steps sufficient to produce compliance as soon as
reasonably practical;
(c) the
dissolution or termination of the Company’s existence, the
Company’s insolvency, appointment of a receiver for any part
of the Company’s property, any assignment by the Company for
the benefit of creditors, any type of creditor workout with respect
to the Company, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against the Company (which is
not withdrawn or dismissed within 60 days); or
(d) the
Company’s failure to remi
