EXHIBIT 10.2
PROMISSORY NOTE
$150,000 As of July 8, 2000
Marysvale, Utah
FOR VALUE RECEIVED, the undersigned, UNICO, INCORPORATION, a corporation
whose address is P. 0. Box 777, Magalia, California 95954 (hereinafter
"Maker"), promises to pay to the order of TECH-SYM CORPORATION, a Nevada
corporation whose address is 10500 Westoffice Drive, Suite 200, Houston, Texas
77042-5391 (hereinafter "Lender," or, together with each successive owner and
holder of this Note, hereinafter referred to as "Holder"), the principal sum
of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) payable in full
on or before April 20, 2001.
At the option of Holder, the unpaid balance of this Note and all other
obligations of Maker to Holder, direct or indirect, absolute or contingent,
now existing or hereafter arising, may become immediately due and payable upon
the occurrence of any of the following events of default: (a) Maker shall fail
to pay any installment of principal and/or interest of this Note within seven
days of such payment becoming due in accordance with the terms hereof, whether
through acceleration or otherwise, (b) Maker shall be in default under any
other terms of this Note; (c) if Maker shall become bankrupt, or shall file
for bankruptcy, or shall make an assignment for the benefit of or a
composition with creditors, or shall be unable, or shall admit in writing its
inability, to pay its debts as they mature; (d) if bankruptcy, reorganization,
arrangement, insolvency or similar proceeding for relief of financially
distressed debtors shall be instituted against Maker, and shall not be
dismissed on appeal, within thirty (30) days of such institution; or (e) if
Maker shall petition for, or there shall be appointed for a substantial part
of the assets or properties of Maker, a trustee, receiver or liquidator, or if
Maker shall take any action for the purposes of effecting any of the foregoing
(all of the foregoing provisions of this paragraph being referred to herein as
"Default").
Upon the occurrence of any Default, the entire amount of unpaid principal
shall bear interest at the default rate equal to twelve percent (12%) per
annum until cured.
In the event this Note is placed in the hands of an attorney at law for
collection after maturity or upon Default, or in the event that proceedings at
law, in equity or bankruptcy, receivership, or other legal proceedings, are
instituted in connection herewith, or in the event this Note is placed in the
hands of an attorney at law to protect, defend or enforce the rights of the
Holder hereof, or any of the rights or agreements contained in this Note,
Maker hereby agrees to pay for the defense or enforcing of such rights,
including, without limitation, court costs and reasonable attorneys' fees, in
addition to all principal, interest and other amounts payable hereunder.
The Maker and sureties, guarantors and endorsers, if any, of this Note,
jointly and severally, do hereby waive demand, presentment for payment,
diligence in collection, notice of nonpayment, and protest, and do each hereby
waive notice of and consent to any and all extensions and renewals of this
Note or any part thereof, or the release of any party liable for payment of
this obligation, from time to time, without notice.
Upon payment in full of all amounts owing hereunder, this Note will be
marked "canceled" and sent to the escrow agent with a copy to Maker. So long
as any amounts are owing under this Note, and Maker is not in default
hereunder, Holder will, within thirty (30) days after receipt of a written
request from Maker, provide Maker with a written statement as to the amount
outstanding hereunder, and the application of all moneys received subsequent
to the written statement most recently furnished to Maker containing such
information.
This Note is executed and delivered in the State of Utah and is intended
to be governed by and construed in accordance with the laws of the State of
Utah. All dollar figures used herein are expressed in U.S. dollars.
IN WITNESS WHEREOF, Maker has executed this Note on and as of the Note
Date.
UNICO, INCORPORATED
By /s/ Ray C. Brown
___________________________
Name: Ray C. Brown
Title: President
