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EXHIBIT 10.2
MASTER REVOLVING NOTE
[COMERICA LOGO] Variable
Rate-Demand - Optional Advances (Business and
Commercial Loans Only)
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AMOUNT
NOTE DATE
MATURITY DATE
TAX IDENTIFICATION NUMBER
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$ 2,000,000
February 18, 2005
ON DEMAND
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FOR VALUE RECEIVED, the undersigned
promise(s) to pay ON DEMAND to the order of
Comerica Bank ("Bank"), at any office of
the Bank in the State of Michigan, Two
Million Dollars (U.S.) (or that portion of
it advanced by the Bank and not
repaid as later provided) with interest
until demand or until Default, as later
defined, at a per annum rate equal to the
Bank's prime rate from time to time in
effect plus .50% per annum and after that
at a rate equal to the rate of
interest otherwise prevailing under this
Note plus 3% per annum (but in no event
in excess of the maximum rate permitted by
law). The Bank's "prime rate" is that
annual rate of interest so designated by
the Bank and which is changed by the
Bank from time to time. Interest rate
changes will be effective for interest
computation purposes as and when the Bank's
prime rate changes. Interest shall
be calculated on the basis of a 360-day
year for the actual number of days the
principal is outstanding. Unless sooner
demanded, accrued interest on this Note
shall be payable on the first day of each
month commencing March 1, 2005. If the
frequency of interest payments is not
otherwise specified, accrued interest on
this Note shall be payable monthly on the
first day of each month, unless sooner
demanded. If any payment of principal or
interest under this Note shall be
payable on a day other than a day on which
the Bank is open for business, this
payment shall be extended to the next
succeeding business day and interest shall
be payable at the rate specified in this
Note during this extension. A late
payment charge equal to 5% of each late
payment may be charged on any payment
not received by the Bank within 10 calendar
days after the payment due date, but
acceptance of payment of this charge shall
not waive any Default under this
Note.
The principal amount payable under this
Note shall be the sum of all advances
made by the Bank to or at the request of
the undersigned, less principal
payments actually received in cash by the
Bank. The books and records of the
Bank shall be the best evidence of the
principal amount and the unpaid interest
amount owing at any time under this Note
and shall be conclusive absent manifest
error. No interest shall accrue under this
Note until the date of the first
advance made by the Bank; after that
interest on all advances shall accrue and
be computed on the principal balance
outstanding from time to time under this
Note until the same is paid in full. At no
time shall the Bank be under any
obligation to make any advances to the
undersigned pursuant to this Note
(notwithstanding anything expressed or
implied in this Note or elsewhere to the
contrary, including without limit if the
Bank supplies the undersigned with a
borrowing formula) and the Bank, at any
time and from time to time, without
notice, and in its sole discretion, may
refuse to make advances to the
undersigned without incurring any liability
due to this refusal and without
affecting the undersigned's liability under
this Note for any and all amounts
advanced.
This Note and any other indebtedness and
liabilities of any kind of the
undersigned (or any of them) to the Bank,
and any and all modifications,
renewals or extensions of it, whether joint
or several, contingent or absolute,
now existing or later arising, and however
evidenced (collectively
"Indebtedness") are secured by and the Bank
is granted a security interest in
all items deposited in any account of any
of the undersigned with the Bank and
by all proceeds of these items (cash or
otherwise), all account balances of any
of the undersigned from time to time with
the Bank, by all property of any of
the undersigned from time to time in the
possession of the Bank and by any other
collateral, rights and properties described
in each and every deed of trust,
mortgage, security agreement, pledge,
assignment and other security or
collateral agreement which has been, or
will at any time(s) later be, executed
by any (or all) of the undersigned to or
for the benefit of the Bank
(collectively "Collateral").
Notwithstanding the above, (i) to the extent that
any portion of the Indebtedness is a
consumer loan, that portion shall not be
secured by any deed of trust or mortgage on
or other security interest in any of
the undersigned's principal dwelling or in
any of the undersigned's real
property which is not a purchase money
security interest as to that portion,
unless expressly provided to the contrary
in another place, or (ii) if the
undersigned (or any of them) has(have)
given or give(s) Bank a deed of trust or
mortgage covering California real property,
that deed of trust or mortgage shall
not secure this Note or any other
indebtedness of the undersigned (or any of
them), unless expressly provided to the
contrary in another place.
If the undersigned (or any of them) or any
guarantor under a guaranty of all or
part of the Indebtedness ("guarantor") (i)
fail(s) to pay any of the
Indebtedness when due, by maturity,
acceleration or otherwise, or fail(s) to pay
any Indebtedness owing on a demand basis
upon demand; or (ii) fail(s) to comply
with any of the terms or pro
