**Exhibit 4.10**

 

Promissory Note, in the Original Unpaid Principal Amount of $15,000, ofSmall Business Investment Corporation of America, Inc., Maker, to John H.Brown, Payee, dated December 10, 2002

 

**PROMISSORY NOTE**

 

$15,000

 

DATE:  December 10, 2002

 

**FORVALUE RECEIVED, SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC. by JohnH. Brown, Chairman and Joyce L. Brown, Secretary**(hereinafter referred to as the “Maker”) promises to pay to **John H. Brown** (hereinafter referred to asthe “Holder”) the sum of **Fifteen ThousandDollars ($15,000.00)** (hereinafter the “Principal Amount”), withinterest at the rate of fifteen percent (15%) per annum, until paid.

 

1.                                       Theentire balance due on the Note, principal plus accrued interest, shall bepayable 180 days from the date hereof. All payments shall be applied first to late fees, then to administrativecharges (such as court costs, bounced check fees, attorney’s fees and othercosts of collection, if incurred), then to the payment of interest on theamount of principal remaining unpaid, and the balance thereof credited topayment on the outstanding principal.

2.                                       Inthe event of default on any installment payment as it becomes due, the entirebalance then remaining unpaid shall, at the option of the holder thereof, becomeimmediately due and payable in full, after a ten (10) day written notice tocure such default and Maker’s failure to cure within such period.  In addition, the undersigned herebyauthorizes and empowers any attorney at law to appear for him before any courtand to confess judgment or assent to the entry of judgment from the date hereofat the rate of fifteen percent (15%) per annum, reasonable attorney’s fees andcosts of suit; and to waive all errors in pleading, notice of dishonor orpresentment, stay of execution and the benefit of all exemptions or homesteadlaws.

3.                                       Theoccurrence of any one or more of the following events (the “Events of Default”)shall constitute a default hereunder:

a.               IfMaker shall fail to make any payment required hereunder. 

b.              Thefiling of a voluntary or involuntary petition against the undersigned under anyof the provisions of the Federal Bankruptcy Act or amendments thereto; 

c.               Theundersigned’s assignment for the benefit of creditors; 

d.              Entryof judgment or issuance of an Order of attachment against the undersigned or 

e.               Commencementof any proceeding or procedure for enforcement of a money judgment against theundersigned.

f.                 TheMaker, for themselves and their heirs, successors and assigns, hereby waivepresentment, protest, demand, diligence, notice of dishonor and of nonpayment,and waive and renounce all rights to the benefits of any moratorium,appraisement, exemptions and homestead now provided or which may hereafter beprovided by any federal or state statue against the enforcement and collectionof the obligations evidenced by the Note and any and all extensions, renewalsand modifications hereof. 

4.                                       Theundersigned hereby authorized any attorney at law to appear in any court ofrecord in the United States if the balance due provided for herein is not paidat maturity, including any acceleration thereof as provided herein.  The Maker waives the issuance and service ofprocess and confesses a judgment against the Maker in favor of the Holderhereof for the amount of the Note as may be due and unpaid hereon, with costsof suit plus twenty percent (20%) of the amount in default as attorney’s fees,waiving all rights of appeal, stay of execution, and all exemption laws of anystate of the United States.  The Makerspecifically consents to the filing of and maintenance of a confessed judgmentaction in any court of record in the United states, Maker expressly waiving anyobjection or defense as to insufficiency of process, lack of personaljurisdiction by any said court over the person, proper venue, and specificallyconsents to the registration or 

 

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enrollment ofthe judgment by confession once granted on any other court of record in theUnited States.

 

5.             No failure on thepart of Holder or other holder hereof to exercise any right or remedyhereunder, whether before or after the happening of a default shall constitutea waiver thereof, and no waiver of any past default shall constitute waiver ofany future default or of any other default.

6.                                       TheMaker reserves the right of prepayment in any amount at any time withoutpenalty.

7.                                       Allpayments on this Note are payable to the Holder at the following address, or tosuch other address as may be hereafter given by written notice from the Makerto the Holder.

John H. Brown

9905 Five Oaks Road

Fairfax, Virginia 22031-1012

 

8.                                       ThisNote may not be changed orally, but only by an agreement in writing signed bythe party against whom such agreement is sought to be enforced.

9.                                       Allnotices sent to The Maker shall be by hand delivery or by registered orcertified mail, return receipt requested, to the Maker at 1730 Rhode IslandAvenue N.W., Suite 415, Washington, DC 20036, or to such address as may behereafter given by written notice from the Maker to The Holder.

10.                                 ThisNote shall be governed by and construed in accordance with the laws of theDistrict of Columbia.

 

**INWITNESS WHEREOF** the Maker has executed this Note onthe day and year first above written.

 

**SMALLBUSINESS INVESTMENT CORPORATION OF AMERICA, INC.**

 
| By:    | /s/ John H. Brown        |                       | By: | /s/ Joyce L.  Brown |   |
|--------|--------------------------|----------------------------|-----|---------------------|--------|
|   | John H.  Brown, Chairman | Joyce L.  Brown, Secretary |
|        |                          |                            |     |                     |        |  |

 

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