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EXHIBIT 10.46
PROMISSORY NOTE
$500,000.00 Norwich, Connecticut
April 4, 2000
FOR VALUE RECEIVED, GUNTHER INTERNATIONAL, LTD., a Delaware corporation
("Maker") promises to pay to the order of GUNTHER PARTNERS, LLC ("Payee") at 667
Madison Ave., 7th Floor, New York, New York 10021, or at such other place as
Payee may designate in writing, the principal sum of FIVE HUNDRED THOUSAND
DOLLARS ($500,000) together with interest on the unpaid balance of the Note from
the date hereof until paid, at a fixed rate of eight percent (8%) per annum and
together with all costs of collection, including reasonable attorney's fees,
incurred in any action to collect this Note.
All principal, accrued interest, and any other amounts owed under this
Note shall be due and payable in full ON DEMAND by Payee at any time after May
4, 2000.
Maker shall have the right, at any time and from time to time, to
prepay the principal amount of this Note, in whole or in part, without premium
or penalty.
Presentment, notice of dishonor, and protest are hereby waived.
Any notice to Maker shall be given by mailing such notice by regular
mail, addressed to Maker at One Winnenden Road, Norwich, Connecticut 06360-1570
or to such other address as Maker may designate by notice to Payee. Any notice
to Payee shall be given by mailing such notice by regular mail, at the address
stated in the first paragraph of this Note, or at such other address as may have
been designated by notice to Maker.
The word "Maker" shall include the successors and assigns of Maker
named herein and the word "Payee" shall include the successors and assigns of
Payee named herein. This Note shall be construed in accordance with the laws of
the State of Connecticut.
GUNTHER INTERNATIONAL, LTD.
By: /s/ Marc I. Perkins
Name: Marc I. Perkins
Title: Chief Executive Officer
Hereunto Duly Authorized
