exv10w19






Exhibit 10.19




WORKING CAPITAL COMMERCIAL NOTE



IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A
WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT
AGAINST YOU WITHOUT ANY FURTHER NOTICE.



Date: August 6, 2008 (“Closing Date”)




Borrower: Horne International, Inc., a Delaware corporation (“Borrower”)




	 	 	 	 	 
	 
	 	Borrower’s Address:

	 	2677 Prosperity Avenue, Suite 300                    
	 	 	 

	 	airfax, VA 22031                                        






Lender: Darryl K. Horne (“Lender”)




	 	 	 
	Lender’s Address:

	 	 
	 

	 	 
	 

	 	 
	 

	 	 




Loan Amount: Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) (“Loan Amount”)



     For Value Received, the Borrower promises to pay to the order of Lender, his successors and
assigns, at the above address or such other address as Lender may in writing designate, without
offset, in U.S. Dollars, and in immediately available funds, the Loan Amount shown above, or the
total of all amounts advanced under this commercial note and any modifications, renewals,
extensions or replacements thereof (this “Note”) if less than the full Loan Amount is advanced,
plus interest and any other amounts due, upon the terms specified below.



     1. Interest. Interest will accrue on an actual/360 basis (on the actual number of days
elapsed over a year of 360 days). Interest shall accrue from the date of disbursement on the
unpaid principal balance and shall continue to accrue until this Note is paid in full. Subject to
the foregoing, interest per annum payable on this Note (the “Rate”) shall be eight and one-half
percent (8%) per annum fixed for the term of the loan; provided, however, that if any installment
of interest or payment of principal and interest accrued and due at maturity remains unpaid and
past due on the fifteenth (15th) day after the due date of such payment, the Borrower agrees to pay
a late charge of five percent (5%) of the amount which is past due. Upon the occurrence of an
event of default, as of the date of such event of default, the Lender shall be entitled to interest
on the unpaid principal balance of this Note at a default rate of three percent (3%) above the Rate
(“Default Rate”) until the indebtedness is paid in full.



     2. Repayment Terms and Maturity Date. Principal and interest shall be repaid in one
installment within 5 days of the receipt of the JLL DEA receivable by Horne International, Inc..



     3. Prepayment. The Loan may be prepaid in full or in part, without premium or penalty, at
any time.



     4. Collateral. Payment of this Note is hereby is secured by a lien against the outstanding
JLL DEA receivable.



 









 





     5. Loan Purpose. The Borrower warrants and represents that the loan evidenced by this Note is
being made solely for the purpose of acquiring or carrying on a business, professional or
commercial activity or acquiring real or personal property as an investment (other than a personal
investment) or for carrying on an investment activity (other than a personal investment activity).



     6. Representations and Warranties. This Note has been duly executed and delivered by
Borrower, constitutes Borrower’s valid and legally binding obligations and is enforceable in
accordance with its terms against Borrower. The execution, delivery and performance of this Note
and the consummation of the transaction contemplated will not, with or without the giving of notice
or the lapse of time, (a) violate any material law applicable to Borrower, (b) violate any
judgment, writ, injunction or order of any court or governmental body or officer applicable to
Borrower, (c) violate or result in the breach of any material agreement to which Borrower is a
party, nor (d) violate Borrower’s charter or bylaws as applicable. No consent, approval, license,
permit or other authorization of any third party or any governmental body or officer is required
for the valid and lawful execution and delivery of this Note.



     7. Default, Acceleration and Setoff. An “event of default” shall occur hereunder upon the
occurrence of any one or more of the following events or conditions:



     (a) the failure by the Borrower to pay when due, whether by acceleration or otherwise or at
the Maturity Date, any amount owed under this Note;



     (b) the failure of the Borrower to perform any covenant, promise or obligation contained in
this Note, in the mortgage securing this Note or any other agreement to which the Borrower and the
Lender are parties;



     (c) the breach of any of the Borrower’s representations or warranties contained in this Note;



     (d) the declaration of incompetency, dissolution, liquidation, merger, consolidation,
termination or suspension of usual business of the Borrower;



     (e) the insolvency or inability of the Borrower to pay debts as they mature; the Borrower’s
application for the appointment of a receiver or the filing of a petition or the commencement of a
proceeding by or against the Borrower under any provision of any applicable Bankruptcy Code or
other insolvency law or statute, or any assignment for the benefit of creditors by or against any
Obligor;



     (f) the sale or transfer by the Borrower of all or substantially all of the Borrower’s assets
other than in the ordinary course of business;



     The Lender shall not be obligated to fund this Note or make any advance or further advance
under this Note if an event of default exists or would exist if such funding occurred or such
advance made. Upon the occurrence of an event of default, the Lender shall, at its option, have
the remedies provided herein and by any other agreement between the Lender and the Borrower or
under applicable law, including without limitation, declaring the entire outstanding principal
balance, together with all interest thereon and any other amounts due under this Note, to be due
and payable immediately without presentment, demand, protest, or notice of any kind, except notice
required by law.



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     Upon the occurrence of an event of default under section (f) above, the entire outstanding
principal balance, together with all interest thereon and any other amounts due under this Note,
shall automatically become due and payable without presentment, demand, protest, or notice of any
kind except notice required by law, and the Lender’s obligation to make advances under this Note
shall automatically terminate without notice or further action by the Lender.



     8. Other Costs. The Borrower agrees to pay the following: (a) all expenses, including,
without limitation, any and all costs incurred by the Lender related to default, all court costs
and out-of-pocket collection expenses and reasonable attorneys’ fees, whether suit be brought or
not, incurred in collecting this Note; (b) all costs incurred in evaluating, preserving or
disposing of the Collateral granted as security for the payment of this Note, including the cost of
appraisals, appraisal updates, reappraisals or environmental inspections which the Lender from
time to time in its sole discretion may deem necessary; (c) any premiums for property insurance
purchased on behalf of the Borrower with respect to the Collateral; (d) any expenses or costs
incurred in defending any claim arising out of the execution of this Note or the obligation which
it evidences; and (e) any other charges permitted by applicable law. The Borrower agrees to pay
such amounts on demand or, at the Lender’s option, such amounts may be added to the unpaid balance
of the Note and shall accrue interest at the stated Rate.



     9. Waivers. The Borrower waives presentment, demand, protest, notice of protest and notice of
dishonor and waive all exemptions, whether homestead or otherwise, as to the obligations evidenced
by this Note, and waives any discharge or defenses based on suretyship or impairment of Collateral
or of recourse. The Borrower waives any rights to require the Lender to proceed against any other
person before proceeding against the Borrower.



     10. Judgment by Confession. THE BORROWER HEREBY DULY CONSTITUTES AND
APPOINTS                                                       
and                                                         AS THE TRUE AND LAWFUL ATTORNEY-IN-FACT FOR THE
BORROWER IN ANY PLACE AND STEAD, AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO CONFESS
JUDGMENT AGAINST THE BORROWER IN THE CIRCUIT COURT FOR FAIRFAX COUNTY, VIRGINIA, UPON THIS NOTE AND
ALL AMOUNTS OWED HEREUNDER, HEREBY RATIFYING AND CONFIRMING THE ACTS OF SAID ATTORNEY-IN-FACT AS IF
DONE BY THE BORROWER, EXPRESSLY WAIVING BENEFIT OF ANY HOMESTEAD OR OTHER EXEMPTION LAWS.



     11. Waiver of Jury Trial. THE BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT
EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR
TORT, AT LAW OR IN EQUITY, BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE
AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS NOTE, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO OR ACCEPT TO
THIS NOTE. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NEITHER THE LENDER OR ANY REPRESENTATIVE OR
AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE
EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.



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     12. Hold Harmless. Borrower hereby indemnifies and agrees to hold the Lender and his agents
harmless from and against all claims, damages, liabilities (including reasonable attorneys’ fees
and legal expenses), causes of action, actions, suits and other legal proceedings (collectively,
“Claims”) in any matter relating to or arising out of this Note or any loan document executed in
connection with this Note, or any act, event or transaction related thereto or to the Collateral.
Borrower shall immediately provide the Lender with written notice of any such Claim. Upon request
of the Lender, the Borrower shall defend the Lender from such Claims, and pay the attorneys’ fees,
legal expenses and other costs incurred in connection therewith, or in the alternative, the Lender
shall be entitled to employ its own legal counsel to defend such Claims at Borrower’s sole expense.



     13. Miscellaneous. All amounts received by the Lender shall be applied to expenses, late fees
and interest before principal or in any other order as determined by the Lender, in it sole
discretion, as permitted by law. Any provision of this Note which is prohibited or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Note. No amendment, modification, termination or waiver of any
provision of this Note, nor consent to any departure by the Borrower from any term of this Note,
shall in any event be effective unless it is in writing and signed by the Lender, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given. No failure or delay on the part of the Lender to exercise any right, power or
remedy under this Note shall be construed as a waiver of the right to exercise the same or any
other right at any time. The captions of the paragraphs of this Note are for convenience only and
shall not be deeded to constitute a part hereof or used in construing the intent of the parties.
All representations, warranties, covenants and agreements contained herein or made in writing by
the Borrower in connection herewith shall survive the execution and delivery of this Note and any
other agreement, document or writing relating to or arising out of any of the foregoing. All
notices or communications given to the Borrower or the Lender pursuant to the terms of this Note
shall be in writing and may be given to the respective address of the Borrower or the Lender at the
address as stated above unless notification of a different address is given in writing. Unless
otherwise specifically provided herein to the contrary, such written notices and communications
shall be delivered by hand or overnight courier service, or mailed by first class mail, postage
prepaid, addressed to the Borrower or the Lender at the address referred to herein. Any written
notice delivered by hand or by overnight courier service shall be deemed given or received upon
receipt. Any written notice delivered by U.S. Mail shall be deemed given or received on the third
(3rd) business day after being deposited in the U.S. Mail. Notwithstanding any provision of this
Note or any loan document executed in connection with this Note to the contrary, the Borrower and
the Lender intend that no provision of this Note or any loan document executed in connection with
this Note be interpreted, construed, applied, or enforced in a way that will permit or require the
payment or collection of interest in excess of the highest rate of interest permitted to be paid or
collected by the laws of the jurisdiction indicated below, or federal law if federal law preempts
the law of such jurisdiction with respect to this transaction (the “Maximum Permitted Rate”). If,
however, any such provision is so interpreted, construed, applied, or enforced, Borrower and the
Lender intend (a) that such provision automatically shall be deemed revised so as to require
payment only of interest at the Maximum Permitted Rate; and (b) if interest payments in excess of
the Maximum Permitted Rate have been received, that the amount of such excess shall be deemed
credited retroactively in reduction of the then-outstanding principal amount of this obligation,
together with interest at the Maximum Permitted Rate. In connection with all calculations to
determine the Maximum Permitted Rate, the Borrower and the Lender intend (a) that all charges be
excluded to the extent they are properly excludable under the usury laws of
Virginia, as they from time to time are determined to apply to this obligation; and (b) that all
charges that may be spread in the manner provided by statute of the jurisdiction indicated or any
similar law, be so spread.



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     14. Controlling Law. This Note shall be governed by and construed and enforced under the laws
of the Commonwealth of Virginia without giving effect to the principles of conflicts of laws
thereof; provided, however, that foreclosure of the lien of the mortgage shall be governed by the
laws of the State of Florida. Unless applicable law provides otherwise, in the event of any legal
proceeding arising out of or related to this Note, the Borrower consents to the jurisdiction and
venue of any court located in the Commonwealth of Virginia.



     WITNESS the following signatures and seals.



	 	 	 	 	 	 	 
	BORROWER:
	 	LENDER:

	 
	 	 	 	 	 	 
	Horne International, Inc., a Delaware corporation	 	Darryl K. Horne
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	By:	 	 
	 
	 	 	 	 
	Name:
	 	 	 	Name:	 	 
	 
	 	 	 	 
	Title:
	 	 	 	Title:	 	 
	 
	 	 	 	 




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