Unassociated Document


    
      

    

    Exhibit
10.15


    
      
 

      


      REVOLVING LOAN
AGREEMENT

      


       

      
        	Up
      to US $ 500,000.00	
                November 3,
      2008

              


      

       

      FOR VALUE RECEIVED, the undersigned,
CICERO, INC., a Delaware corporation ("Borrower"), promises
to pay to the order of BARBARA SIVAN, its successors and assigns (hereinafter,
together with all subsequent holders of this Note, called "Lender"), whose
address is 760 Burgundy Circle, King of Prussia, PA 19406, on or before the
Commitment Termination Date (hereinafter defined), the principal sum of Five
Hundred Thousand Dollars and no/100 ($500,000.00) or so much thereof as may
actually be advanced from time to time. Lender agrees to pay interest on the
unpaid principal balance hereof at the rate of thirty six percent (36%) per
annum, or as much as may actually be advanced from time to time.

      


      ARTICLE
I.   DEFINED TERMS

      For purposes hereof:

      


      1.1.           "Loan Commitment"
means the obligation of the Lender to advance funds pursuant to the terms hereof
in an aggregate amount not to exceed Five Hundred Thousand Dollars and
No/100 ($500,000.00).

      


      1.2.           "Maturity Date" means,
with respect to each advance to the Borrower made by Lender under its Loan
Commitment, that date which is one hundred (180) days following the date on
which such advance was made.

      


      ARTICLE
II.   REVOLVING
LOAN

      


      2.1.           Revolving
Loan.  The Lender hereby agrees, upon the terms and subject to
the conditions of this Note, to lend on a revolving basis to the Borrower, prior
to the Commitment Termination Date, amounts not to exceed in the aggregate at
any one time the Loan Commitment.  The Borrower may request from time
to time that the Lender advance funds to the Borrower in an amount not to exceed
in the aggregate at any one time the Loan Commitment.

      


      ARTICLE
III.   PAYMENT AND
PREPAYMENT

      


      3.1.           Payment.  The
Borrower shall repay the outstanding amount of any advance upon receipt of
certain receivables (“Collateral”) referenced in the Security Agreement dated
November 3, 2008.
Amounts repaid by the Borrower may be reborrowed under the terms and conditions
of same Security Agreement.  The outstanding principal balance of this
Note shall be payable upon receipt of same Collateral. All payments hereunder
shall be made to Lender at Lender's address set forth in the first paragraph on
page 1 of this Note, or at such other address as Lender may from time to time
designate.  All amounts payable hereunder are payable in lawful money
of the United States of America in immediately available funds. For same day
credit all monies shall be received by Lender at such address as Lender may
designate, at or before 4:00 p.m. (Cary, North Carolina time); all monies
received after such time shall be deemed received on the following business
day.

      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
              Exhibit
10.15

            

          

        

      

       

      3.2           Prepayment.  The
Borrower may prepay the whole or any portion of the principal amount of this
Note at any time.

      


      ARTICLE
IV.    CONVERSION

      


      4.1.           Conversion at the Option of
the Holder. Subject to the limitations on conversions contained in
Article VII, the Holder may, at any time and from time to time, convert (an
"OPTIONAL CONVERSION") up to a maximum of TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000.00) of the unpaid principal amount hereof and any accrued interest
thereon into a number of fully paid and non-assessable shares of Common Stock as
is equal to the quotient obtained by dividing (x) the amount of principal and
interest being  converted by (y) $0.25 cents per common share, the
Conversion Price in effect.

      


      4.2.           Mechanics of
Conversion. In order to effect an Optional Conversion, the Holder
shall:  fax (or otherwise deliver) a copy of the fully executed Notice
of Conversion to the Borrower (Attention: Secretary).  Upon receipt by
the Borrower of a facsimile copy of a Notice of Conversion from the Holder, the
Borrower shall promptly send, via facsimile, a confirmation to the Holder
stating that the Notice of Conversion has been received, the date upon which the
Borrower expects to deliver the Common Stock issuable upon such conversion and
the name and telephone number of a contact person at the Borrower regarding the
conversion. The Borrower shall not be obligated to issue shares of Common Stock
upon a conversion unless this Note is delivered to the Borrower as provided
above, or the Holder notifies the Borrower that this Note has been lost, stolen
or destroyed and delivers the documentation to the Borrower required by Article
IV hereof.

      


          (i)           Delivery
of Common Stock Upon Conversion. Upon the surrender of this Note accompanied by
a Notice of Conversion, the Borrower (itself, or through its transfer agent)
shall, no later than the later of (a) the tenth (10th)
business day following the Conversion Date and (b) the business day following
the date of such surrender (or, in the case of lost, stolen or destroyed
certificates, after provision of indemnity pursuant to Article VI) (the
"DELIVERY PERIOD"), issue and deliver (i.e., deposit with a nationally
recognized overnight courier service postage prepaid) to the Holder or its
nominee (x) that number of shares of Common Stock issuable upon conversion of
that portion of this Note being converted and (y) a new Note representing the
principal balance of this Note not being converted, if any.

      


          (ii)           Taxes.
The Borrower shall pay any and all taxes that may be imposed upon it with
respect to the issuance and delivery of the shares of Common Stock upon the
conversion of this Note.

      


          (iii)           No
Fractional Shares. If any conversion would result in the issuance of a
fractional share of Common Stock (aggregating the entire amount of principal and
interest being converted pursuant to a given Notice of Conversion), such
fractional share shall be payable in cash based upon the Conversion Price of the
Common Stock at such time, and the number of shares of Common Stock issuable
upon conversion of this Note shall be the next lower whole number of shares. If
the Borrower elects not to, or is unable to, make such a cash payment, the
holder shall be entitled to receive, in lieu of the final fraction of a share,
one whole share of Common Stock.

      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
              Exhibit
10.15

            

          

        

      

      


          (iv)          Conversion
Disputes. In the case of any dispute with respect to a conversion, the Borrower
shall promptly issue such number of shares of Common Stock as are not disputed
in accordance with subparagraph (i) above. If such dispute involves the
calculation of the Conversion Price, and such dispute is not promptly resolved
by discussion between the Holder and the Borrower, the Borrower shall submit the
disputed calculations to an independent outside accountant via facsimile within
three business days of receipt of the Notice of Conversion. The accountant shall
promptly audit the calculations and notify the Borrower and the Holder of the
results no later than three business days from the date it receives the disputed
calculations. The accountant's calculation shall be deemed conclusive, absent
manifest error, and the party whose proposed calculation is further from the
calculation determined by the accountant shall bear all of the accountant's
expenses. The Borrower shall then issue the appropriate number of shares of
Common Stock in accordance with subparagraph (i) above.

      


          (v)           Payment
of Accrued Amounts. Upon conversion of any unpaid principal amount of this
REVOLVING LOAN AGREEMENT, all accrued interest on such amount through and
including the Conversion Date shall be paid on the Conversion Date in accordance
with one of the permitted payment methods set forth in Article I
above.

      


      ARTICLE
V   RESERVATION OF SHARES OF COMMON STOCK

      


      5.           Reserved Amount. On
or prior to the Issuance Date, the Borrower shall reserve one million shares of its authorized
but unissued shares of Common Stock for issuance upon conversion of the Notes
pursuant to Article IV, and, thereafter, the number of authorized but unissued
shares of Common Stock so reserved (the "RESERVED AMOUNT") shall at all times be
sufficient to provide for the full conversion of all of the Notes outstanding at
the then current Conversion Price thereof (without giving effect to the
limitations contained in Article IV).

      


      ARTICLE
VI   FAILURE TO SATISFY CONVERSIONS

      


      6.           Conversion Defaults.
If, at any time, (i) the Holder submits a Notice of Conversion and the Borrower
fails for any reason (other than because such issuance would exceed the Holder's
allocated portion of the Reserved Amount, for which failures the holder shall
have the remedies set forth in Article IV) to deliver, on or prior to the fifth
business day following the expiration of the Delivery Period for such
conversion, such number of freely tradable shares of Common Stock to which the
Holder is entitled upon such conversion, (such event being a "CONVERSION
DEFAULT"), then the Holder may elect, at any time and from time to time prior to
the Default Cure Date for such Conversion Default, by delivery of a Default
Notice to the Borrower, to have all or any portion of the unpaid principal
amount hereof and accrued interest thereto paid by the Borrower in
cash.

       

      
        
          
             


          

          
             


            
              

            

          

          
             


            
              Exhibit
10.15

            

          

        

      

       

      ARTICLE
VII   EVENTS OF DEFAULT

      


      7.1.           Events of
Default.  If any of the following events ("Events of Default")
shall occur and be continuing:

      


      (a)           a
failure by the Borrower to pay the principal amount of any advance in full on
the Maturity Date for such advance;

      


      (b)           the
breach by the Borrower of any covenant or agreement contained in this Note and
the continuance of such breach for thirty (30) days after written notice thereof
is given by the Lender to the Borrower; or

      


      (c)           the
entry of an order, judgment or decree by any court of competent jurisdiction
granting the Borrower relief as a debtor under the Federal Bankruptcy Code or
otherwise adjudicating the Borrower as bankrupt or as insolvent or the making of
an assignment for the benefit of creditors by the Borrower, or the commencement
by or against the Borrower of a voluntary or involuntary case for relief as a
debtor under the Federal Bankruptcy Code or the commencement of any other
bankruptcy, insolvency, reorganization, arrangement, debt adjustment,
receivership, liquidation, trusteeship, custodianship, or dissolution
proceedings by or against the Borrower, and, if instituted adversely, the
consent by the Borrower to the same or the admission in writing of the material
allegations contained in the petition filed in said proceedings; provided,
however, if any action as described herein shall be instituted against the
Borrower, the Borrower shall have sixty (60) days to dismiss such action; then,
(A) upon an Event of Default of the type described in paragraph (c), the
aggregate unpaid principal amount of any and all interest accrued on this Note
shall be and become immediately due and payable without any notice of any kind
or other act on the part of the holder of this Note, and (B) in any such other
event, and at any time thereafter, if any Event of Default shall then be
continuing, the Lender may by written notice to the Borrower declare the
aggregate unpaid principal amount of and all interest accrued on this Note to be
forthwith due and payable, whereupon the aggregate unpaid principal amount of
and all interest accrued on this Note shall forthwith due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower.

      


      ARTICLE
VIII   MISCELLANEOUS

      


      8.1.           Fees and
Expenses.  The Borrower shall pay all costs and expenses,
including reasonable attorneys' fees, incurred by the Lender in connection with
the collection of this Note upon an Event of Default.

      


      8.2.           Notices.  All
notices to Borrower under this Note shall be sent to the addresses on the
signature page hereto in writing and shall be deemed received (i) if mailed,
three (3) days after placement in the United States mail postage prepaid, by
registered or certified mail, return receipt requested, (ii) if via overnight
mail, on the day delivered, or (iii) if personally delivered, when
delivered.

      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
              Exhibit
10.15

            

          

        

      

      


      


      8.3.           Governing
Law.  This Note is being delivered by the Borrower which is
duly organized under the laws of the State of Delaware and shall be construed in
accordance with the laws thereof, without giving effect to its principles of
conflict or choice of law.

      


      8.4.           Headings and
Severability.  Article, section and subsection headings in this
Note are included herein for convenience of reference only and shall not
constitute a part of this Note for any other purpose.  If any
provision of this Note or application thereof to any person, entity or
circumstance is held invalid, such invalidity shall not affect other provisions
of this Note which can be given effect without the invalid provisions, and to
this end, the provisions of this Note shall be severable.

      


      85.           Binding Effect; Assignment
or Transfer.  This Note shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns; provided, however, that neither the Borrower nor the Lender may assign
or delegate its respective rights or obligations under this Note without the
prior written consent of the other.  Notwithstanding the foregoing,
the transfer or assignment by the Borrower to a successor entity in connection
with a change of control shall not be deemed to be an assignment or delegation
prohibited by this Section.

      


      8.6.           Borrower
Waivers.  Except as otherwise specifically provided herein, the
Borrower, and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance or enforcement of this Note, AND DO HEREBY
WAIVE TRIAL BY JURY.

      


      IN
WITNESS WHEREOF, Cicero, Inc. has caused this Note to be executed and delivered
for and on its behalf by its officer thereunto duly authorized as of the day and
year first above written.

      


      

        
          	 
      	
                  CICERO,
      INC.

                


        



      


      
        
          
            
              
                
                  
                    
                      	
                              By:  
      

                            	/s/
      John Broderick	 
	
                            	

                              John
      Broderick,

                            	 
	
                            	Chief
      Executive Officer	 
	 	 	 
	 
      	Address:	 
	
                            	8000
      Regency Parkway	 
	
                            	Suite
      542	 
	
                            	Cary,
      NC 27518	 


                    

                  

                

              

            

          

        

      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
              Exhibit
10.15

            

          

        

      

       

      EXHIBIT
A

      NOTICE OF
OPTIONAL CONVERSION

      


      To:          Cicero,
Inc.

      8000 Regency Parkway, Suite
542

      Cary, NC 27518

      Attention:  John P.
Broderick, CEO/CFO

      


      The
undersigned hereby irrevocably elects to convert $____________ of the
outstanding principal balance of, and accrued interest on, the Note (the
"CONVERSION"), into shares of common stock ("COMMON STOCK") of Cicero, Inc. (the
"CORPORATION") according to the conditions of the Revolving Loan Agreement dated
November 3, 2008 (the "NOTE"), as of the date written below.  If
securities are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect
thereto.  No fee will be charged to the holder for any conversion,
except for transfer taxes, if any. The original of the Note is attached hereto
(or evidence of loss, theft or destruction thereof).

      


      In the
event of partial exercise, please reissue an appropriate Note(s) for the
principal balance which shall not have been converted.

      


      The
undersigned acknowledges and agrees that all offers and sales by the undersigned
of the securities issuable to the undersigned upon conversion of the Note have
been or will be made only pursuant to an effective registration of the transfer
of the Common Stock under the Securities Act of 1933, as amended (the "ACT"), or
pursuant to an exemption from registration under the Act.

      


      Check Box
if Applicable:

      


      o      The
undersigned hereby requests that the Corporation issue and deliver to the
undersigned or its nominee (if applicable) physical certificates representing
such shares of Common Stock.

      


      Date of
Conversion:_________________________

      


      Applicable
Conversion Price:_________________

      


      Number of
Shares of

      Common
Stock to be Issued:__________________

      


      Signature:__________________________________

      


      Name:_____________________________________

      


      Address:____________________________________