Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB May 2002 88 510K
19: EX-9 Exh. 10.58 6 30K
2: EX-10 Exh. 10.41 23 128K
3: EX-10 Exh. 10.42 16 72K
4: EX-10 Exh. 10.43 11 53K
5: EX-10 Exh. 10.44 7 32K
6: EX-10 Exh. 10.45 23 106K
7: EX-10 Exh. 10.46 1 13K
8: EX-10 Exh. 10.47 15 78K
9: EX-10 Exh. 10.48 14 68K
10: EX-10 Exh. 10.49 14 64K
11: EX-10 Exh. 10.50 5 28K
12: EX-10 Exh. 10.51 2 16K
13: EX-10 Exh. 10.52 5 26K
14: EX-10 Exh. 10.53 2 15K
15: EX-10 Exh. 10.54 7 26K
16: EX-10 Exh. 10.55 4 25K
17: EX-10 Exh. 10.56 6 30K
18: EX-10 Exh. 10.57 6 30K
20: EX-10 Exh. 10.59 2 16K
21: EX-10 Exh. 10.60 2 16K
22: EX-10 Exh. 10.61 4 25K
23: EX-10 Exh. 10.62 1 14K
24: EX-10 Exh. 10.63 1 13K
25: EX-10 Exh. 10.64 3 21K
26: EX-10 Exh. 10.65 5 26K
27: EX-10 Exh. 10.66 3 23K
28: EX-10 Exh. 10.67 1 13K
29: EX-10 Exh. 10.68 6 29K
30: EX-10 Exh. 10.69 3 23K
31: EX-10 Exh. 10.70 1 14K
32: EX-10 Exh. 10.71 6 30K
33: EX-10 Exh. 10.72 13 58K
34: EX-10 Exh. 10.73 7 41K
35: EX-10 Exh. 10.74 9 42K
36: EX-10 Exh. 10.75 2 16K
37: EX-10 Exh. 10.76 2 16K
38: EX-10 Exh. 10.77 2 16K
39: EX-10 Exh. 10.78 2 16K
40: EX-10 Exh. 10.79 2 19K
41: EX-10 Exh. 80 2 19K
42: EX-23 Exhibit 23.1 - Certified Independent Accountants 1 12K
EX-10 — Exh. 10.51
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Exhibit 10.51
PROMISSORY NOTE
November 20, 2001, FOR VALUE RECEIVED, the undersigned, VERTICAL
COMPUTER SYSTEMS, INC., a Delaware corporation (Borrower), promises to pay to
PARKER MILLS & PATEL LLP, a California limited liability partnership (Lender),
the sum of THIRTY THOUSAND Dollars ($30,000), with interest thereon at the rate
of six (6%) percent per annum payable as follows:
1. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest shall be
paid as follows:
a. All principal then outstanding, and all interest, fees, charges,
and other amounts owing hereunder and then unpaid shall be due and payable on
January 26, 2001 (the "Maturity Date").
b. Borrower shall pay all amounts owing under this Note in
immediately available funds to Lender at Lender's address as set forth herein,
or at such other place as may be specified in writing by Lender. Each payment,
when made, shall be credited first to interest then due, and then at the option
of Lender to principal, late charges, and other fees and expenses outstanding
hereunder in such order as Lender may determine. Notwithstanding the foregoing,
if Lender shall advance any funds on account of any breach or default of
Borrower or otherwise as provided in the Security Agreement or in any other
instrument providing security for the obligations evidenced by this Note, then
at Lender's option any funds received from or on behalf of Borrower shall be
applied in such order as Lender shall determine.
c. Payments received after 1:00 p.m. on any banking day or at any
time on any Saturday, Sunday, or holiday shall be deemed received on the next
banking day.
2. This Note may be prepaid in whole or in part at any time without
interest, premium or penalty. The undersigned agrees to pay all costs and
expenses, including all reasonable attorneys' fees, for the collection of this
Note upon default. All payments shall be made to Lender at 865 S. Figueroa
Street, Suite 2600, Los Angeles, CA 90012,, or at such other place as the holder
hereof may from time to time designate in writing.
3. In addition, payments not made by the fifteenth of each month shall
be subject to a late charge of five (5%) of said payment.
4. This Note shall at the option of the holder hereof be immediately
due and payable upon failure to make any payment due hereunder or for breach of
any condition of any security interest, mortgage, pledge agreement or guaranty
granted as collateral security for this Note or breach of any condition of any
Vertical Computer Systems, Inc.
Promissory Note
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security agreement or mortgage, if any, having a priority over any security
agreement or mortgage on collateral granted, in whole or in part, as collateral
security for this Note or upon the filing by any of the undersigned of an
assignment for the benefit of creditors, bankruptcy, or for relief under any
provisions of the Bankruptcy Code; or by suffering an involuntary petition in
bankruptcy or receivership not vacated within thirty days.
5. In the event this Note shall be in default, and placed with an
attorney for collection, then the undersigned agree to pay all reasonable
attorney fees and costs of collection.
6. The undersigned and all other parties to this Note, whether as
endorsers, guarantors or sureties waive demand, presentment and protest and all
notices thereto and further agree to remain bound, notwithstanding any
extension, modification, waiver, or other indulgence by any holder or upon the
discharge or release of any obligor hereunder or to this Note, or upon the
exchange, substitution, or release of any collateral granted as security for
this Note.
7. Each maker, surety, guarantor and endorser of this Note waives
presentment, notice and protest, all suretyship defenses and agrees to all
extensions, renewals, or releases, discharge or exchange of any other party or
collateral without notice.
8. This Note shall not be modified, amended, or terminated, except by
written agreement duly executed and delivered by both Lender and Borrower.
VERTICAL COMPUTER SERVICES, INC.
--------------------------------
Richard Wade, President
Vertical Computer Systems, Inc.
Promissory Note
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Dates Referenced Herein and Documents Incorporated by Reference
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