imx8kcoresale_ex10-1.htm


    Exhibit
10.1

    PROMISSORY
NOTE


    
    

     

    
      	 $1,500,000	
               Sunnyvale, California

            	
                  November __,
  2008

            


    

    


    FOR VALUE
RECEIVED, CORE SYSTEMS INCORPORATED, a California corporation ("Maker"),
unconditionally promises to pay to C ACQUISITION CORP., a Delaware corporation
("Holder"), or order, at such address as Holder shall designate by written
notice to Maker, the principal sum of One Million Five Hundred Thousand Dollars
($1,500,000) with interest from the date of this Note on unpaid principal at the
rate of six percent (6%) per annum.

    


    The Maker
shall make an initial principal payment of $500,000 on or before December 24,
2008. No interest shall accrue with respect to such initial principal payment
until and after its due date.

    


    Thereafter,
the remaining principal and accrued interest shall be paid in equal monthly
installments of principal and interest, evenly amortized over a period of sixty
(60) months commencing on February 1, 2009 and continuing on the first day of
each month thereafter until paid in full. Payments shall be applied first to
accrued interest and the balance to principal.

    


    All
principal and interest payments shall be made in lawful money of the United
States. Time is of the essence for each and every obliga­tion under this
Note. Maker shall be entitled to prepay any or all of the principal at any time
without penalty. Maker shall be entitled to a prepayment discount in the amount
of ten percent (10%) of the principal balance then outstanding in the event that
Maker prepays the entire balance of principal and accrued interest.

    


    In the
event of the occurrence of any one or more of the following events, the whole
sum of unpaid principal and accrued interest shall become immediately due and
payable at the option of the Holder:

    


    1.           Failure
to pay an installment of interest or principal when due if such failure
continues for a period of five (5) days after such installment is
due;

    


    2.           Any
breach or default by Maker under the Security Agreement given to secure this
Note;

    


    3.           Insolvency
(however evidenced) or the commission of any act of insolvency;

     

    4.           The
making of a general assignment for the benefit of creditors;

    
    

    


    5.           The
filing of any petition or the commencement of any proceeding by the Maker for
any relief under any bankruptcy or insolvency laws, or any laws relating to the
relief of debtors; or

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.           The
filing of any petition or the commencement of any proceeding against the Maker
for any relief under any bankruptcy or insolvency laws, or any laws relating to
the relief of debtors, which proceeding is not dismissed within thirty (30)
days.

    


    Maker
shall have the right to offset against the unpaid balance due to Holder under
this Note any sum for which Buyer is entitled to indemnity from Seller under
section 7.1 of that certain Asset Purchase Agreement between Maker and Holder
dated November 14, 2008. For this purpose, the terms “Buyer” and “Seller” shall
have the meanings assigned to them in such Asset Purchase
Agreement.

    


    If under
any circumstance Holder should ever receive as interest an amount that would
exceed the highest lawful rate permitted to be agreed upon by the parties with
respect to the amount due hereunder, such amount as would be excessive interest
shall be applied to the reduction of the unpaid principal balance and not to the
payment of interest. This provision shall control every other provision of this
Note and all agreements between Maker and Holder.

    


    Neither
the acceptance of any payments from any person nor Holder's delay or failure to
exercise its remedies hereunder shall consti­tute a waiver of Holder's
remedies with regard to the current or any subsequent occurrence of the same or
any other default.

    


    Except as
expressly provided in this Note, Maker waives presentment, demand, protest,
notice of protest, notice of dishonor, notice of non-payment, and notice of any
kind with respect to this Note or the performance of the obligations under this
Note.

    


    This Note
shall be governed by and construed according to the laws of the State of
California, and any action or proceeding for the enforcement or collection of
sums due hereunder shall be brought in the County of Santa Clara,
California.

    


    Maker
agrees to pay the following costs, expenses, and attorneys' fees paid or
incurred by the Holder of this Note, or adjudged by a court:

    


    (a)           Actual
and validly claimed costs of collection, costs and expenses and attorneys' fees
paid or incurred in connection with the collection or enforcement of this Note,
whether or not suit is filed; and

    


    (b)           Costs
of suit in such sum as the court may adjudge as attorneys' fees in any action to
enforce payment of this Note or any part of it.

    


    This Note
and all of the covenants and agreements contained in it shall be binding on and
inure to the benefit of the respective legal and personal representatives,
devisees, heirs, successors, and assigns of the Maker and the
Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This Note
is secured under a written Security Agreement of even date.

    


    MAKER:

    


    CORE
SYSTEMS INCORPORATED,

    a
California corporation

    


    


    By
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