Exhibit 10.94




 




SECURED PROMISSORY NOTE




 




	

  $50,000.00


  	

   


  	

  Pasadena,

  California


  
	

   


  	

   


  	

  August

  22, 2002


  





 




 




FOR VALUE

RECEIVED, the undersigned hereby jointly and severally (if

applicable) promises to pay to PREFERRED BUSINESS CREDIT, INC., a California

Corporation, at 300 N. Lake Avenue, Suite 930 Pasadena, California 91101, or at

such other address as the holder may specify in writing, the principal sum of

Fifty Thousand and 00/100 Dollars ($50,000.00) plus interest as provided below.




 




This note shall bear interest at the rate of

12.75% per annum, computed on the basis of a 360 day year for actual days

elapsed. This rate is based upon the prime rate of interest of 4.75%, the rate

in effect as of this date. The prime rate of interest is the prime rate

announced as being charged by Union Bank of California, N.A., San Francisco

California, from time to time. In the event the prime rate is from time to time

hereafter changed, the rate of interest provided in this note shall be

correspondingly changed. For each month the rate of interest charged under this

note shall be based upon the average prime rate in effect during such month. In

no event shall the rate of interest chargeable hereunder be less than 1% per

month.




 




Principal shall be payable in twenty four

equal monthly installments of Two Thousand Dollars ($2000.00) commencing

September 1, 2002 and continue thereafter on the 1st day of each month, plus

interest shall be payable monthly commencing September 1, 2002 and continue

thereafter on the 1st day of each month, and one final installment on May 20,

2004 equal to all principal outstanding together with all accrued and unpaid

interest.




 




This note is secured by that certain Loan and

Security Agreement (“Agreement”) dated February 20, 2001 and is subject to all

of the terms and conditions thereof. In the event of default under the

Agreement, including but not limited to, the failure to pay any installment of

principal or interest hereunder when due, the holder of this note may, at its

election and without notice to the undersigned, declare the entire balance

hereof immediately due and payable.




 




If any installment of principal or interest

hereunder is not paid when due, the holder shall have the following rights in

addition to the rights set forth in the preceding paragraph: (a) the right to

add unpaid interest to principal and to have such amount thereafter bear

interest as provided in this note, and (b) if any installment is more than ten

days past due, the right to collect a charge equal to the greater of $15.00 or

five percent of the delinquent payment. This charge is the result of a

reasonable endeavor by the undersigned and the holder to estimate the holder’s

added costs and damages resulting from the undersigned’s failure to timely make

payments under this note; hence the undersigned agrees that the charge shall be

presumed to be the amount of damage sustained by the holder since it is

extremely difficult to determine the actual amount necessary to reimburse the

holder of such damages. If this note is not paid when due, the undersigned

further promises to pay all costs of collection, foreclosure fees and

reasonable attorneys’ fees incurred by the holder whether or not suit is filed

hereon.




 




1





























 




 




Provided the undersigned is not then in

default hereunder or under any other agreement with the holder of this note,

this note may be prepaid at any time after one year from the date hereof by

paying the balance of principal owing plus all accrued and unpaid interest and

charges, together with a prepayment charge of N/A on the amount prepaid.




 




Presentment for payment, notice of dishonor,

protest, and notice of protest are expressly waived. This note cannot be

changed, modified, amended or terminated orally.




 




Waiver of

Trial by Jury.   THE

UNDERSIGNED, TO THE EXTENT IT MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVES ANY

RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR

PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE, OR IN ANY WAY CONNECTED

WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH

RESPECT TO THIS NOTE OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER

NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN

CONTRACT, TORT OR OTHERWISE. THE UNDERSIGNED, TO THE EXTENT IT MAY LEGALLY DO

SO, HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR

PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT THE HOLDER

OF THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH

ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER

OF ITS RIGHT TO TRIAL BY JURY.




 




IN WITNESS

WHEREOF, this Note has been executed and delivered on the

date first set forth above.




 




 




	

   


  	

  LEE PHARMACEUTICALS


  
	

   


  	

  a California corporation


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Ronald G. Lee


  
	

   


  	

  Ronald G. Lee, President


  
	

   


  	

   


  	

   


  





 




2