Exhibit
10.19


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT
AND ASSOCIATED QUALIFICATIONS IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
SUCH ACT AND SUCH LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


 


REVCARE,
INC.


PROMISSORY
NOTE


 




	
  $100,000.00

  	
  Cypress, California

  
	
   

  	
  July      , 2002

  






 


RevCare, Inc., a Nevada corporation (the “Company”), the principal
offices of which are located at 5400 Orange Avenue, Suite 200, Cypress,
California 90630, for value received hereby promises to pay to FBR Financial
Services Partners, L.P. (the “Holder”), the sum of One Hundred Thousand
Dollars ($100,000.00), or such lesser amount as shall then equal the
outstanding principal amount hereof on the terms and conditions set forth hereinafter.  The outstanding principal and any accrued
and unpaid interest thereon shall be due and payable on the earlier of (i)
demand by the Holder or (ii) when declared due and payable by the Holder
upon the occurrence of an Event of Default (as defined below) (the occurrence
of any event under either subclause (i) or (ii) shall constitute the “Maturity
Date”); provided, however, that the Holder shall not
be entitled to demand payment pursuant to the foregoing clause (i) prior to August
    , 2002.  Payment
for all amounts due hereunder shall be made by mail to the address of the
Holder.


 


The following is a statement of the rights of the Holder and the
conditions to which this Note is subject, and to which the Holder hereof, by
the acceptance of this Note, agrees:


 


1.             Interest.  This Note shall bear interest at the rate of
the prime rate of interest charged by the Company’s lender plus one percent
(1%) per annum.  The interest shall be
paid on the Maturity Date.


 


2.             Events
of Default.  If any of the following
events specified in this Section 2 shall occur (herein individually referred to
as an “Event
of Default”), the Holder may, so long as such condition exists,
declare the entire outstanding principal and any accrued and unpaid interest
thereon immediately due and payable, by notice in writing to the Company:


 


(a)     The
institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer or consent
seeking reorganization or release under the federal Bankruptcy Act, or any
other similar federal or state bankruptcy or insolvency law, or the consent by
it to the filing of any such petition or the appointment of a receiver,
liquidator, assignee, trustee or other similar official of the Company, or of
any substantial part of


 


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its property, or the making by it of an assignment for the benefit of
creditors, or the taking of corporate action by the Company in furtherance of
any such action; or


 


(b)     If, within sixty (60) days after the commencement of an
action against the Company (and service of process in connection therewith on
the Company) seeking any bankruptcy, insolvency, reorganization, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, such action shall not have been resolved in favor of the Company or
all orders or proceedings thereunder affecting the operations or the business
of the Company stayed, or if the stay of any such order or proceeding shall
thereafter be set aside, or if, within sixty (60) days after the appointment
without the consent or acquiescence of the Company of any trustee, receiver or
liquidator of the Company or of all or any substantial part of the properties
of the Company, such appointment shall not have been vacated; or


 


(c)     If the Company fails to pay (i) any interest or principal when due and payable hereunder, or
(ii) any obligations other than interest and principal payable hereunder within
five (5) days of the date written notice of demand for payment is received.


 


3.             Prepayment.  The Company may prepay, in whole or in part
at any time, the outstanding principal balance under this Note.


 


4.             Assignment.  Subject to the restrictions on transfer
described in Section 9 below, the rights and obligations of the Company
and the Holder shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.


 


5.             Amendments;
Waivers.  Any term of this Note may
be amended or waived with the written consent of the Company and the Holder.
Any amendment or waiver effected in accordance with this Section 5 shall be
binding upon the Holder, each future Holder and the Company.  No waivers of, or exceptions to, any term,
condition or provision of this Note, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision and shall not be valid unless in writing.


 


6.             Transfers.  This Note may not be transferred or assigned
in whole or in part without compliance with all applicable federal and state
securities laws by the transferor and the transferee (including the delivery of
investment representation letters). 
Subject to compliance with such applicable federal and state securities
laws, title to this Note may be transferred by endorsement and delivery in the
same manner as a negotiable instrument transferable by endorsement and
delivery.


 


7.             Attorneys’ Fees;
Waivers.   The Company agrees to pay
the Holder’s reasonable costs incurred in collecting and enforcing this Note,
including reasonable attorneys’ fees. 
The Company hereby waives demand, notice, presentment, protest and
notice of dishonor.


 


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8.             Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of California (irrespective of its
conflict of laws principles).


 


IN WITNESS WHEREOF, the
Company has caused this Note to be issued in Cypress, CA as of the date set
forth above.


 


	
   

  	
  REVCARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Manuel
  Occiano

  	
   

  
	
   

  	
  Name:

  	
    Manuel
  Occiano

  	
   

  
	
   

  	
  Title:

  	
      CEO

  	
   

  
						



 


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