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EXHIBIT 10.3
PROMISSORY NOTE
U.S. $100,000.00 June 19, 2000
Manalapan, NJ
FOR VALUE RECEIVED, STRATUS SERVICES GROUP, INC., a Delaware
corporation (hereinafter referred to as the "Maker") promises to pay to the
order of OUTSOURCE INTERNATIONAL OF AMERICA, INC., a Florida corporation
(hereinafter referred to as the "Lender") at 1690 South Congress Avenue, Suite
210, Delray Beach, Florida, 33445, or at such address as Lender may designate
from time to time, the principal sum of One Hundred Thousand and 00/100 Dollars
($100,000.00), together with interest thereon at the rate of eight and one-half
percent (8 1/2%), payable in twelve (12) equal monthly payments in the amount of
Nine Thousand Sixty and 54/100 Dollars ($9,060.54) each, commencing January 1,
2001 and monthly thereafter on the 1st day of each month, with the final
installment, together with all accrued and unpaid interest, due and payable on
December 1, 2001 (the "Maturity Date").
This Note is made pursuant to the provisions of that certain asset
purchase agreement, dated as of June 16, 2000, by and between the Maker and
Lender (the "Asset Purchase Agreement"). The capitalized terms herein not
otherwise defined, shall have the meaning given to such terms in the Asset
Purchase Agreement.
In the event that the Maker sells or otherwise disposes of
substantially all of the Assets or sells the Acquired Business, as those terms
are defined in the Asset Purchase Agreement, then, in such event, said sale or
disposition shall be deemed an event of default hereunder.
Payments of the amounts due hereunder shall be made in lawful money of
the United States which shall be legal tender in payment of all debts, public
and private, at the time of payment.
Maker will be in default under this Note if it fails to make payment of
any installment within ten (10) days of the applicable due date. Upon the
Maker's default, the late installment shall be subject to a five percent (5%)
late charge.
Upon any default under this Note, with such default continuing for a
period of thirty (30) days after written notice to the Maker of such default,
the unpaid principal shall, at the option of the Lender, become immediately due
and payable and interest will accrue at an annual rate equal to the lesser of
eighteen percent (18%) or the maximum rate of interest permitted by applicable
law. Failure to exercise this right to accelerate the Maturity Date, shall not
constitute a waiver of Lender's right to exercise the same in the event of any
subsequent default. Any property of the Maker or of any endorser held by the
Lender hereof may be applied by the Lender to any sums due and unpaid pursuant
to this Note.
As to this Note and any other instruments securing the indebtedness,
the Maker and all guarantors and endorsers severally waive all notice of
acceleration, presentment, protest and demand, dishonor and non-payment of this
Note, and expressly agree that the maturity of this Note, or any payment
hereunder, may be extended from time to time without in any way affecting the
liability of the Maker and all guarantors and endorsers.
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Should it become necessary to collect this Note through an attorney,
the Maker and any surety, endorser or guarantor of this Note hereby agree to pay
all costs and expenses of collection, including reasonable attorneys' fees and
any attorneys' fees incurred in appellate, bankruptcy or post-judgment
proceedings.
This Note shall be governed by and construed in accordance with the
laws of the State of New Jersey. The Maker agrees to submit to the jurisdiction
of any court which Lender may select in Monmouth County, New Jersey to enforce
the terms of this Note.
The Maker acknowledges and agrees that this Note has been signed and
delivered in exchange for valuable consideration.
This Note may be prepaid in whole or in part at any time prior to the
Maturity Date without penalty.
This Note may not be changed orally, but only by an agreement in
writing, signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
The term "Maker" as used herein in every instance shall include the
heirs, executors, administrators, successors, legal representatives and assigns
of Maker.
STRATUS SERVICES GROUP, INC.
Attest:
/s/ J. Todd Raymond By: /s/ Joseph J. Raymond
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Joseph J. Raymond, President and CEO
