**Exhibit 10.3**

 

 

 
| SBA  Loan #        |   | GP-452368  40 08-CAS                        |
|--------------------|--------|---------------------------------------------|
| SBA  Loan Name     |   | Sento  Corporation                          |
| Date               |   | June  4, 2001                               |
| Loan  Amount       |   | $1,000,000.00                               |
| Interest  Rate     |   |   8.5000                               |
| Borrower           |   | Sento  Corporation                          |
| Operating  Company |   | Sento  Corporation                          |
| Lender             |   | Wyoming Industrial  Development Corporation |

 

1.     PROMISE TOPAY:

 

        In returnfor the Loan, Borrower promises to pay to the order of the Lender the amount of

 

 

                interest on the unpaid principalbalance, and all other amounts required by this Note.

 

2.     DEFINITIONS:

 

        “Collateral”means any property taken as security for payment of this Note or for anyguarantee of this Note.

 

        “Guarantor”means each person or entity that signs a guarantee of payment of this Note.

 

        “Loan”means the loan evidenced by this Note.

 

        “Loan Documents” means the documentsrelated to this loan signed by Borrower, any Guarantor, or anyone who pledgescollateral.

 

        “SBA” means the Small Business Administration, an Agency ofthe United States of America.

3.     PAYMENTTERMS:

 

Borrowermust make all payments at the place Lender designates. The payment terms forthis Note are:

 

 

Theinterest rate is 8.5% per year.

 

Borrowermust pay a total of 6 payments of interest only on the disbursed principalbalance beginning one month from the month this Note is dated and every monththereafter; payments must be made on the 15th calendar day in the months theyare due.

 

Borrowermust pay principal and interest payments of $21,388.00 every month, beginningseven months from the month this note is dated; payments must be made on the15th calendar day in the months they are due.

 

Lenderwill apply each installment payment first to pay interest accrued to the dayLender receives the payment, then to bring principal current, then to pay anylate fees, and wit apply any remaining balance to reduce principal.

 

Allremaining principal and accrued interest is due and payable 5 years from dateof Note.

 

LateCharge: If a payment on this Note is more than 10 days late, Lender may chargeBorrower a late fee of up to 5% on the unpaid portion of the regularlyscheduled payment.

 

Inthe event Lender is required to retain an attorney to enforce any of the termsof this Note or the Loan Agreement or other agreements that are given inconnection with this Note, Lender shall be entitled to recover from Borrowerreasonable attorneys’ fees and legal expenses, including, without limitation,those incurred at trial and also fees and expenses incurred on appeal and feesand expenses incurred in collecting the indebtedness or otherwise enforcing theagreement, in addition to all other sums provided by law. Lender shall beentitled to recover all such fees and expenses whether or not litigation iscommenced, and all such sums shall be part of the indebtedness owed and securedand shall be immediately due and payable.

4.     RIGHT TOPREPAY:

 

Borrowermay prepay this Note. Borrower may prepay 20 percent or less of the unpaidbalance at any time without notice. If Borrower prepays more than 20 percentand the Loan has been sold on the secondary market, Borrower must:
| A. |   | Give  Lender written notice; and                                                                                                                         |
|----|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| B. |   | Pay a  minimum of 21 days’ interest on the unpaid balance from the date Lender  receives the notice, even if Borrower prepays in less than 21 days. |

IfBorrower does not prepay within 60 days from the date Lender receives thenotice, Borrower must give Lender a new notice.

 

 

5.     DEFAULT:

 

Borroweris in default under this Note if Borrower does not make a payment when dueunder this Note, or if Borrower or Operating Company:
| A. |   | Fails  to do anything required by this Note and other Loan Documents;                                                                                      |
|----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| B. |   | Defaults  on any other loan with Lender;                                                                                                                   |
| C. |   | Does  not preserve, or account to Lender’s satisfaction for, any of the Collateral  or its proceeds;                                                  |
| D. |   | Does  not disclose, or anyone acting on their behalf does not disclose, any  material fact to Lender or SBA;                                               |
| E. |   | Makes,  or anyone acting on their behalf makes, a materially false or misleading  representation to Lender or SBA;                                         |
| F. |   | Defaults  on any loan or agreement with another creditor, if Lender believes the  default may materially affect Borrower’s ability to pay this Note;  |
| G. |   | Fails  to pay any taxes when due;                                                                                                                          |
| H. |   | Becomes  the subject of a proceeding under any bankruptcy or insolvency law;                                                                               |
| I. |   | Has  a receiver or liquidator appointed for any part of their business or property;                                                                        |
| J. |   | Makes  an assignment for the benefit of creditors;                                                                                                         |
| K. |   | Has  any adverse change in financial condition or business operation that Lender  believes may materially affect Borrower’s ability to pay this Note; |
| L. |   | Reorganizes,  merges, consolidates, or otherwise changes ownership or business structure  without Lender’s prior written consent; or                  |
| M. |   | Becomes  the subject of a civil or criminal action that Lender believes may materially  affect Borrower’s ability to pay this Note.                   |

 

 

6.     LENDER’SRIGHTS IF THERE IS A DEFAULT:

 

Withoutnotice or demand and without giving up any of its rights, Lender may:

 
| A. |   | Require  immediate payment of all amounts owing under this Note;                                                 |
|----|--------|------------------------------------------------------------------------------------------------------------------|
| B. |   | Collect  all amounts owing from any Borrower or Guarantor;                                                       |
| C. |   | File  suit and obtain judgement;                                                                                 |
| D. |   | Take  possession of any Collateral; and                                                                          |
| E. |   | Sell,  lease, or otherwise dispose of, any Collateral at public or private sale,  with or without advertisement. |

7.     LENDER’SGENERAL POWERS:

 

Without notice and without Borrower’s consent, Lender may:
| A. |   | Bid  on or buy the Collateral at its sale or the sale of another lienholder, at  any price it chooses;                                                                                                                                                                                                                                                                                                                                                                                          |
|----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| B. |   | Incur  expenses to collect amounts due under this Note, enforce the terms of this  Note or any other Loan Document, and preserve or dispose of the Collateral.  Among other things, the expenses may include payments for property taxes,  prior liens, insurance, appraisals, environmental remediation costs, and  reasonable attorney’s fees and costs. If Lender incurs such expenses, it may  demand immediate repayment from Borrower or add the expenses to the principal  balance; |
| C. |   | Release  anyone obligated to pay this Note;                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| D. |   | Compromise,  release, renew, extend or substitute any of the Collateral; and                                                                                                                                                                                                                                                                                                                                                                                                                    |
| E. |   | Take  any action necessary to protect the Collateral or collect amounts owing on  this Note.                                                                                                                                                                                                                                                                                                                                                                                                    |

 

8.     WHENFEDERAL LAW APPLIES:

 

When SBA is the holder, this Note will be interpreted and enforcedunder federal law, including SBA regulations. Lender or SBA may use state orlocal procedures for filing papers, recording documents, giving notice,foreclosing liens, and other purposes. By using such procedures, SBA does notwaive any federal immunity from state or local control, penalty, tax, orliability. As to this Note, Borrower may not claim or assert against SBA anylocal or state law to deny any obligation, defeat any claim of SBA, or preemptfederal law.

 

9.     SUCCESSORSAND ASSIGNS:

 

Under this Note, Borrower and Operating Company include the successorsof each, and Lender includes it successors and assigns.

 

 

10.   GENERALPROVISIONS:

 
| A. |   | All  individuals and entities signing this Note are jointly and severally liable.                                                                                                                                                                                                                                                                                                                                             |
|----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| B. |   | Borrower  waives all suretyship defenses.                                                                                                                                                                                                                                                                                                                                                                                     |
| C. |   | Borrower  must sign all documents necessary at any time to comply with the Loan  Documents and to enable Lender to acquire, perfect, or maintain Lender’s  liens on Collateral.                                                                                                                                                                                                                                          |
| D. |   | Lender  may exercise any of its rights separately or together, as many times and in  any order it chooses. Lender may delay or forgo enforcing any of its rights  without giving up any of them.                                                                                                                                                                                                                              |
| E. |   | Borrower  may not use any oral statement of Lender or SBA to contradict or alter the  written terms of this Note.                                                                                                                                                                                                                                                                                                             |
| F. |   | If  any part of this Note is unenforceable, all other parts remain in effect.                                                                                                                                                                                                                                                                                                                                                 |
| G. |   | To  the extent allowed by law, Borrower waives all demands and notices in  connection with this Note, including presentment, demand, protest, and notice  of dishonor. Borrower also waives any defenses based upon any claim that  Lender did not obtain any guarantee; did not obtain, perfect, or maintain a  lien upon Collateral; impaired Collateral; or did not obtain the fair market  value of Collateral at a sale. |

 

 

 

11.   STATE–SPECIFIC PROVISIONS:

 

NONE

12.   STATE–BOROWER’S NAME(S) AND SIGNATURE(S):

 

By signing below, each individual or entity becomes obligated underthis Note as Borower.

 

 

SentoCorporation

 

 

 

 

 

/s/Stanley J. Cutler,

  Corporate Officer