EXHIBIT 10.39
-------------
PROMISSORY NOTE
$250,000 November 9, 2000
FOR VALUE RECEIVED, the undersigned, HEARTSOFT, INC., a Delaware
corporation, promises to pay to the order of JUNE LIMITED PARTNERSHIP
("Holder"), on the earlier of May 9, 2001 or five (5) business days after
Heartsoft shall have received equity investments or debt financing equal to or
in excess of $750,000, at such place as may be designed in writing by Holder,
the principal sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000),
together with interest thereon from the date hereof until maturity at a per
annum rate equal to 6.15%.
While any default exists hereunder, the entire unpaid balance of
principal and accrued interest shall, from the date of such default, thereafter
bear interest at 15% per annum until paid.
Upon default in any of the terms or conditions of this Note or of the
Joint Security Agreement of even date, at the option of the Holder, the entire
indebtedness hereby evidenced shall become due, payable and collectible then or
thereafter as the Holder may elect, regardless of the date of maturity hereof.
The undersigned agrees that if, and as often as, this Note is placed in
the hands of an attorney for collection or to defend or enforce any of the
Holder's rights hereunder, the undersigned will pay to the Holder its reasonable
attorney fees, together with all court costs and reasonable expenses paid by
Holder.
This Note is to be construed according to the laws of the State of
Oklahoma.
The makers, endorsers, sureties, guarantors and all other persons who
may become liable for all or any part of this obligation severally waive
presentment for payment, protest and notice of nonpayment. Said parties consent
to any extension of time (whether one or more) of payment hereof, release of all
or any part of the security for payment hereof, or release of any party liable
for payment of this obligation. Any such extension or release may be made
without notice to any such party and without discharging said party's liability
hereunder.
The undersigned may prepay this Note in whole or in part at any time
from time to time without premium or penalty but with interest to the date of
payment on the amount prepaid.
This Note is secured by a security interest in certain collateral
pursuant to a Joint Security Agreement of even date. This Note, the Joint
Security Agreement and that certain Letter Agreement of even date between the
undersigned and Holder shall govern the rights of the parties hereto and
thereto.
Executed on this 9th day of November, 2000.
HEARTSOFT, INC.
By /s/ Benjamin P. Shell
---------------------------------
Benjamin Shell, Chairman and CEO
