EXHIBIT 10(z)
REVOLVING CREDIT MASTER
PROMISSORY NOTE
$1,700,000.00
Princeton, New Jersey
as of February 19, 2004
FOR VALUE
RECEIVED, the undersigned FARMSTEAD TELEPHONE GROUP, INC. a
Delaware corporation ("Borrower") promises
to pay to the order of BUSINESS
ALLIANCE CAPITAL CORP. (herein called
"BACC") at 214 Carnegie Center, Suite
302, Princeton, New Jersey, 08540, or such
other address as BACC may notify
Borrower, such sum up to One Million Seven
Hundred Thousand and 00/100
($1,700,000.00) Dollars, together with
interest as hereinafter provided, as
may be outstanding on Advances by BACC to
Borrower under Paragraph 2.1 of
the Loan and Security Agreement dated
February 19, 2003 between BACC and
Borrower (said Agreement as amended or
modified from time to time the "Loan
Agreement"). Capitalized terms not
otherwise defined herein have the
meanings set forth in the Loan Agreement.
The Loan Agreement is incorporated
herein as though fully set forth and
Borrower acknowledges its reading and
execution. The principal amount due
hereunder shall be paid to BACC on
February 19, 2005 or as may otherwise be
provided for in the Loan Agreement.
On the
first day of each month hereafter, Borrower shall pay BACC
accrued interest, computed on the basis of
a 360 day year, for the actual
number of days elapsed, on the daily unpaid
balance of the Advances, at the
per annum rate of one and one half (1.5%)
percentage points above the Prime
Rate, in effect from time to time, but not
less than five and three quarters
percent (5.75%) per annum. If there is a
change in the Prime Rate, the rate
of interest on the Advances shall be
changed accordingly as of the date of
the change in the Prime Rate, without
notice to Borrower.
To secure
the payment of this Note and the Obligations, Borrower has
granted to BACC a continuing security
int
