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EXHIBIT 10.1
MASTER REVOLVING NOTE
Variable Rate-Maturity Date-Obligatory Advances
(Business and Commercial Loan Only)
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AMOUNT
NOTE DATE
MATURITY DATE TAX
IDENTIFICATION #
$2,000,000.00 September 24, 2004
October
05, 2005
54-4867640
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On the Maturity Date, as stated above, for
value received, the undersigned
promise(s) to pay to the order of COMERICA
BANK ("Bank"), at
any office of the Bank in the State of
California, TWO MILLION AND NO/100
Dollars (U.S.) (or that portion of it
advanced by the Bank and not repaid as
later provided) with interest until
maturity, whether by acceleration or
otherwise, or an Event of Default, as later
defined, at a per annum rate equal
to the Bank's base rate from time to time
in effect PLUS 1.000% 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 "base 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 base rate changes. Interest
shall be calculated on the basis of
a 360-day year for the actual number of
days the principal is outstanding.
Accrued interest on this Note shall be
payable on the 5th day of each MONTH
commencing NOVEMBER 05, 2004, until the
Maturity Date when all amounts
outstanding under this Note shall be due
and payable in full. 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. If any payment of
principal of 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.
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 and 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 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) the undersigned (or
any of them) has(have) given or give(s)
Bank a deed of trust or mortgage
covering 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.
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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 provisions of any
agreement between the undersigned (or
any of them) or any such guarantor and the
Bank; or (iii) become(s) insolvent or
the subject of a voluntary or involuntary
proceeding in bankruptcy, or a
reorganization, arrangement or creditor
composition proceeding, (if a business
entity) cease(s) doing business as a going
concern, (if a natural person) die(s)
or become(s) incompetent, (if a
partnership) dissolve(s) or any general partner
of it dies, becomes incompetent or becomes
the subject of a bankruptcy
proceeding or (if a corporation of a
limited liability company) is the subject
of a dissolution, merger or consolidation;
or (a) if any warranty or
representation made by any of the
undersigned or any guarantor in connection
with this Note or any of the Indebtedness
shall be discovered to be untrue or
incomplete; or (b) if there is any
termination, notice of termination, or breach
of any guaranty, pledge collateral
assignment or subordination agreement
relating to all or any part of the
Indebtedness; or (c) if there is any failure
by any of the undersigned or any guarantor
to pay when due any of its
indebtedness (other than to the Bank) or in
the observance of performance of any
term, covenant or condition in any document
evidencing, securing or relating to
such indebtedness; or (d) if the Bank deems
itself insecure believing that the
prospect of payment of this Note or any of
the Indebtedness is impaired or shall
fear deterioration, removal or waste of any
of the Collateral; or (e) if there
is filed or issued a levy or writ of
attachment or garnishment or other like
judicial process upon the undersigned (or
any of them) or any guarantor or any
of the Collateral, including, without
limit, any accounts of the undersigned (or
any of them) or any guarantor with the
Bank, then the Bank, upon the occurrence
of any of these events (each a "Default"),
may at its option and without prior
notice to the undersigned (or any of them),
declare any or all of the
indebtedness to be immediately due and
payable (notwithstanding any provisions
contained in the evidence of it to the
contrary), cease advancing money or
extending credit to or for the benefit of
the undersigned under this Note or
