exv10w48






Exhibit 10.48




			
	 	 	 
	$1,500,000
	 	Date: June 16, 2009






AMENDED AND RESTATED PROMISSORY NOTE




     FOR VALUE RECEIVED, Patriot Risk Management Inc. (the “Borrower”) promises to pay to Steven M.
Mariano (the “Lender”) at 401 E. Las Olas Blvd., Suite 1540, Ft. Lauderdale, FL 33301, or at such
other place as the Lender may direct, the sum of one million five hundred thousand dollars
($1,500,000) (the “Principal Amount”), in United States currency, together with interest at
the time and in the amounts provided herein.



     This amendment revises the Note, such Note shall remain the promissory note of Borrower,
issued pursuant to agreement between the Borrower and the Lender. The Note shall be non-negotiable.



     Upon agreement by both Lender and Borrower, the note, a true and correct of which is attached,
shall be amended as follows:




	 	2.	 	Repayment Date. This Note shall be payable on demand by the
Lender subject to the cash flow requirements of the Borrower.





     All other provisions of the Note, as attached as Exhibit A, shall remain unamended and as set
forth in the Note.



     DATED this 16th day of June, 2009



	 	 	 	 	 
	BORROWER

PATRIOT RISK MANAGEMENT, INC.

 	 	 
	By:  	/s/ Theodore G. Bryant
 	 	 
	 	Theodore G. Bryant 	 	 
	 	Secretary 	 	 
	 



	 	 	 	 	 
	 	LENDER

 	 
	 	By:  	/s/ Steven M. Mariano
 	 
	 	 	Steven M. Mariano 	 
	 	 	 	 
	 




 









 








Exhibit A





 









 








			
	$l,500,000
	 	Date: June 26, 2008






PROMISSORY NOTE




     FOR VALUE RECEIVED, Patriot Risk Management, Inc. (the “Borrower”) promises to pay to Steven
M. Mariano (the “Lender”) at 401 E. Las Olas Blvd., Suite 1540, Ft. Lauderdale, FL. 33301, or at
such other place as the Lender may direct, the sum of one million five hundred thousand dollars
($1,500,000) (the “Principal Amount”), in United States currency, together with interest at
the time and in the amounts provided herein.



     This Note is the promissory note of Borrower, issued pursuant to agreement between the
Borrower and the Lender. This Note shall be non-negotiable.




	1.	 	Interest. The unpaid portion of the Principal Amount shall bear interest (“Interest”)
computed from the date hereof, at eight percent (8%) which varies daily to three percent (3%)
above the New York Prime Rate as published in the Wall Street Journal.
	 
	2.	 	Repayment Date. The Principal Amount of this Note, together with Interest accrued
thereon, shall be due and payable six (6) months after the date set forth above, that is to
say no later than 5:00 p.m. on January 2, 2009. Interest shall be payable monthly and the
Principal Amount shall be repaid in its entirety on January 2, 2009.
	 
	3.	 	Guarantee Fee. Borrower shall pay Lender $60,000 as a loan origination and personal
guarantee fee as a result of Lender obtaining these funds, and personally guaranteeing full
repayment, from an underlying loan instrument between Lender and Aleritas Capital Corporation.
This represents four percent (4%) of the principal amount and comports with previous personal
guarantee fee paid by Borrower to Lender for similar personal guarantees provided on previous
financial transactions between Borrower and Lender. This Guarantee Fee has been approved by
Borrower’s Board of Directors.
	 
	4.	 	Prepayment. This Note may be prepaid, at the option of the Borrower, in whole or in
part, at any time or from time to time, without premium or penalty. Any such payment shall be
applied first to payment of Interest accrued and unpaid, and then to payment of the Principal
Amount outstanding and unpaid.
	 
	5.	 	Events of Default. The occurrence of any of the following shall, at the option of the
Lender, constitute an Event of Default:





 









 






	 	A.	 	Voluntary Liquidation, Rehabilitation, Receivership, Bankruptcy, Etc. If the
Borrower makes an assignment for the benefit of creditors; or if any action is brought
by or against the Borrower seeking its liquidation, rehabilitation or receivership under
applicable bankruptcy laws; or its dissolution or liquidation of its assets or seeking
the appointment of a trustee, interim trustee, receiver or other custodian for any of
the Borrower’s property; or the Borrower commences a voluntary case under the Federal
Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the
Borrower for the settlement, readjustment, composition or extension of any of its debts
upon any terms; or if any action or petition is otherwise brought by or against the
Borrower seeking similar relief or alleging that it is insolvent or unable to pay its
debts as they mature;
	 
	 	B.	 	Involuntary Liquidation, Rehabilitation, Receivership, Bankruptcy. Etc. If
any action is brought against the Borrower seeking its liquidation, rehabilitation or
receivership under applicable bankruptcy laws; or seeking the dissolution of the Borrower
or liquidation of the Borrower’s assets or seeking the appointment of a trustee, interim
trustee, receiver or other custodian for any of its property; and such action is
consented to or acquiesced in by the Borrower, or is not dismissed, vacated or stayed
within ninety (90) days of the date upon which it was instituted; or if any proceeding
under the Federal Bankruptcy Code is instituted against the Borrower and (i) an Order for
relief is entered in such proceeding, or (ii) such, proceeding is consented to or
acquiesced in by the Borrower or is not dismissed, vacated or stayed within ninety (90)
days of the date upon which it was instituted; or if any reorganization or arrangement
proceeding is instituted against the Borrower for the settlement, readjustment,
composition or extension of any of its debts upon any terms, and such proceeding is
consented to or acquiesced in by the Borrower or is not dismissed, vacated or stayed
within ninety (90) days of the date upon which it was instituted; or if any action or
petition is otherwise brought against the Borrower seeking similar relief or alleging
that it is insolvent, unable to pay its debts as they mature, or generally not paying its
debts as they become due, and such action or petition is consented to or acquiesced in by
the Borrower or is not dismissed, vacated or stayed within ninety (90) days of the date
upon which it was brought; or
	 
	 	C.	 	Failure to Make Punctual Payment. Failure of the Borrower to punctually
make payment of any amount payable hereunder to the Lender, whether of the Principal
Amount or Interest thereon, within ten (10) days of the date the same becomes due and
payable, whether at maturity or by acceleration.






	6.	 	Acceleration and Other Remedies. Upon the occurrence of an Event of Default, as
defined above:





 









 






	 	A.	 	Any of the obligations hereunder may, at the option of the Lender and without
presentment, demand, notice or protest of any kind (all of which are hereby expressly
waived), be declared due and payable, whereupon such obligations shall become due and
payable;
	 
	 	B.	 	The Lender may, at its option, and without notice or demand of any kind, exercise
from time to time any and all rights and remedies available to it under applicable law or
in equity; or
	 
	 	C.	 	The Borrower shall pay all costs and expenses (including reasonable attorneys’
fees) incurred by the Lender in enforcing its rights hereunder after maturity or
acceleration hereof. In the event any claim under this Note is referred to an attorney
for collection, or collected by or through an attorney at law, the Borrower will be
liable to the Lender for all expenses incurred in seeking to collect the
obligations or monies or to enforce its rights hereunder, including, without limitation,
reasonable attorneys’ fees.
	 
	 	D.	 	Notwithstanding the above, Borrower shall have ninety (90) days within
which to cure any Event of Default under this promissory note. This period within which
to cure shall begin to run on the date Lender sends written notification to Borrower of
an Event of Default.






	7.	 	Waiver. The Borrower hereby waives presentment, demand, protest, notice of dishonor
and notice of default.
	 
	8.	 	Governing Law. The Borrower agrees that this Note shall be governed and construed in
accordance with the laws of the State of Florida.
	 
	9.	 	Headings. The headings contained herein are solely for the convenience of the parties
and shall be given no effect in the interpretation and construction of this Note.





     DATED this 26th day of June, 2008



	 	 	 	 	 
	 	BORROWER

PATRIOT RISK MANAGEMENT, INC.

 	 
	 	By:  	/s/ Theodore G. Bryant
 	 
	 	 	Theodore G. Bryant 	 
	 	 	Secretary