EXHIBIT 10.5
$400,000
March 31, 1999
One hundred and eighty days (180) after date, for value received, the
undersigned promises to pay to the order of OneSource Technologies (the
"Company"), at 2329 W. Mescal, Suite 304, Phoenix, Arizona, 85029, $400,000 ,
with interest from this date, at the rateof 6% percent per year, having
deposited with the Company the property described in the annexed schedule, which
the undersigned warrants and represents is of a present market value of ______,
as collateral security for the payment of this note, or any note or other
instrument given in extension or renewal of this note, as well as for the
payment of all other present or future liabilities of the undersigned to the
Company, including all costs and expenses which may be incurred by the Company,
or by the holder of this note, in the collection of this note or any extension
or renewal of it, or in the collection of any other present or future
liabilities of the undersigned to the Company, or in sale, delivery or
protection of the deposited collateral, or of any additions or substitutes, or
of any other property in which a lien or security interest is given, all of
which costs and expenses (including taxable legal costs and charges for legal
services) the undersigned agrees to pay. The obligation evidenced by this note,
and by any extensions or renewals in whole or in part, and all of the other
obligations above specified, are included in the expression "such liabilities"
as used in this note.
1. Additional securities.
The undersigned agrees to deliver to the Company additional securities
to its satisfaction, on demand, should the market value of any property at any
time held hereunder decline, or should any change in their marketability, or
should any of such securities for other reasons be deemed unsatisfactory to the
Company.
2. Transfer of collateral.
The Company is authorized, in its discretion, whether or not any such
liabilities are due, to transfer to its own name, or to the name of a nominee,
any property held as security; and in its name, or in the name of any nominee,
or in the name of the undersigned, or otherwise, to sue for and receive any
money or property at any time payable with respect to such property, or to make
any compromise or settlement it deems desirable with respect thereto. Insofar as
any collateral shall consist of negotiable instrument or chose in action, in
whole or in part, as to other parties liable thereon, without thereby incurring
responsibility to, or discharging, or otherwise affecting any liability of the
undersigned and the undersigned waives presentation, protest, notice of
nonacceptance, and notice of nonpayment of all such negotiable instruments to
which the undersigned may be a party.
3. Default and acceleration.
On the nonperformance of any of the promises continue in this note, or
upon the nonpayment of any such liabilities at maturity, or in the case of the
failure of the undersigned to meet a maturity any liability of the undersigned,
either to the Company or to any other party, or upon the failure of the
undersigned forthwith to furnish additional security to the satisfaction of the
insolvency or failure in business of, or appointment of a receiver, trustee or
custodian for the undersigned, or the entry of any judgment against the
undersigned, or the entry of any judgment against the undersigned, or a levy
under a warrant of attachment upon the credit or property of the undersigned
with the Company, or in case any petition in bankruptcy shall be filed by or
against the undersigned, or any proceedings in bankruptcy or under any acts of
Congress or other governmental authority relating to the relief of debtors
should be commenced for the relief or readjustments of any indebtedness of the
undersigned, either through reorganization, composition, extension, or
otherwise, all such liabilities of the undersigned shall, at the option of the
Company, immediately mature and become forthwith due and payable, without demand
or notice.
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4. Sale of collateral.
In the event of default, full power and authority are given the
Company to sell, assign, and deliver the whole or any part of such collateral at
public or private sale, or at any stock exchange or brokers' board, at such
terms as it may deem best, without demand, advertisement, or notice of any kind,
all of which are waived. If any such collateral is disposed of at a private
sale, the Company shall be relieved from all liability or claim for inadequacy
of price. At any such sale, the Company may itself purchase the whole or any
part of such collateral, free from any right of redemption on the part of the
undersigned, which is waived and released. If any such collateral is sold on
credit or for future delivery, the collateral so sold may be retained by the
Company until the selling price is paid by the purchaser, but the Company shall
incur no liability in case of failure of the purchaser to take up and pay for
the collateral so sold. In case of any such failure, the collateral may be again
sold.
5. Application of sale proceeds.
In case of sale for any cause, or of receipt of any payments of
principal or income on account of any such collateral, the Company may apply the
proceeds of the sale or sales so made or the payments so received to pay any
such of liabilities to the Company, as the Company or any one of the surplus, if
any, to the undersigned.
6. Continued liability.
Notwithstanding the holding by the Company of such collateral for the
payment of such liabilities, or any sale, exchange, enforcement, collection of,
realization upon, or compromise or settlement, actual or attempted, with
reference to any of such collateral for the payment of such liabilities or any
sale, exchange, enforcement, collection of , realization upon, or compromise or
settlement, actual or attempted, with reference to any of such collateral, the
undersigned shall be and remain liable for the payment in full of all such
liabilities, except only to the extent that such liabilities, or any part
thereof, shall be reduced by payment, or actual application by the Company of
such collateral or the proceeds.
7. Waiver of inaction.
The Company shall not be liable for failure to collect, or demand
payment of, or protest, or give notice of nonpayment of, such collateral, or any
part of it, or for any delay in so doing, nor shall the Company be under
obligation to take any action whatever in regard to such collateral or any part.
8. Substitutions, extensions.
The collateral may from time to time, by mutual consent, be exchanged
for other property, which shall be held by the Company subject to all the terms
of this note. All the terms hereof shall apply to all noted given in extension
or renewal of this note, and to all substituted and additional collateral.
9. Transfers.
The Company may transfer this note, and may deliver and transfer the
collateral or any part then held, to any transferee, who shall thereupon become
vested with all the rights of the Company to the collateral so transferred, and
the Company shall thereafter be forever relieved and fully discharged from all
liability or responsibility under this note as to such collateral or as indorser
or otherwise; but as respects any collateral not so transferred the Company
shall retain all rights hereby given.
10. Waivers.
No delay on the part of any holder of this note in exercising any
power or right hereunder shall operate as a waiver of any power or right; nor
shall any single or partial exercise of any power or right preclude other or
further exercise, or the exercise of any power or right, and no waiver whatever
shall be valid unless in writing, signed by the holder of this note, and only to
the extent therein set forth. Should the Company at any time make any call or
calls for
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collateral or give any notice or notices of intention to sell collateral, or
other notices, the making of such calls or the giving of such notices, no matter
how many times repeated, shall not constitute a waiver of the right of the
Company to sell collateral, without demand or notice, in any of the
contingencies in which the Company is authorized to sell collateral without
demand or notice.
11. Notice.
Calls for collateral or any notices to the undersigned by the Company
shall be addressed to the undersigned at the address given below.
12. Miscellaneous.
All transactions between the Company and the undersigned are to be
construed according to the laws of the State of Colorado. Captions to paragraphs
are included for convenience only, and shall not apply to the construction or
interpretation of this note.
/s/ Michael Fischer
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