**Exhibit10.27**

 

**EXHIBITA**

 

**THE SECURITIES EVIDENCED BY THISINSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”), AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY, AND NOTWITH A VIEW TO THE DISTRIBUTION THEREOF, AND, EXCEPT AS STATED IN THE NOTEPURCHASE AGREEMENT DATED APRIL 16, 2004, PURSUANT TO WHICH SUCH SECURITIES WEREISSUED, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED UNLESS THERE ISAN EFFECTIVE REGISTRATION STATEMENT OR REGULATION A NOTIFICATION UNDER THE ACTCOVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICHMAY BE COUNSEL FOR THE COMPANY), REASONABLY SATISFACTORY IN FORM AND CONTENT TOTHE COMPANY, STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATIONAND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.**

 
| **$500,000.00** |   | **April 16, 2004** |   | **Tempe, Arizona** |
|-----------------|--------|--------------------|--------|--------------------|

 

**PROMISSORYNOTE**

 

FOR VALUE RECEIVED, TimeAmerica Inc., a Nevada corporation (the “COMPANY”), hereby promises to pay tothe order of Frances L. Simek (“HOLDER”), or Holder’s registered assigns, theprincipal sum of Five Hundred Thousand Dollars ($500,000.00) or, if less, theaggregate unpaid principal amount this Note on the Maturity Date (as definedherein); together with interest on any and all principal amounts remainingunpaid hereunder from time to time outstanding from the date hereof untilpayment in full.

 

1.             NotePurchase Agreement.  This Note hasbeen issued to Holder by the Company pursuant to the Note Purchase Agreementdated of even date herewith (the “NOTE PURCHASE AGREEMENT”), between theCompany and the Holder.  Capitalizedterms used herein but not herein defined shall have the meanings ascribedthereto in the Note Purchase Agreement, unless the context otherwise requires.

 

2.             Interest.  Interest on the outstanding principalbalance of this Note shall be payable in arrears on the first day of each monthcommencing May 1, 2004 (and on the first day of each month thereafter), and onthe Maturity Date to the extent accrued and unpaid.  Except as otherwise provided below, interest will accrue on thethen unpaid principal balance of this Note outstanding during any month, orpartial month, at the rate of fifteen percent (15.0%) per annum, calculated onthe basis of the actual number of days elapsed and on the basis of a 365 dayyear.  Except as provided herein or inthe Note Purchase Agreement, all accrued interest on this Note shall be paid atMaturity.  If the Company shall defaultin the payment of the principal of or interest on this Note, the Company shallon demand from time to time pay interest (i) on the amount of such defaultedprincipal and, (ii) to the extent permitted by law, on the amount of suchdefaulted interest up to the date of actual payment of such defaulted principaland interest

 

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amounts (as well as before judgment), at a rate per annum equal to twopercent (2%) in excess of the rate otherwise applicable to such obligations.

 

(b)           The principal balanceoutstanding hereunder shall be payable in sixty (60) monthly principalinstallments of $11,820.53 plus all accrued and unpaid interest thereoncommencing on May 1, 2004, and on each month thereafter until April 1, 2009.

 

3.             Prepayment.  This Note may be prepaid at any time withoutpenalty.  Any prepayment hereunder shallbe credited first upon interest accrued and the remainder, if any, upon theoutstanding principal amount of this Note.

 

4.             Paymenton Maturity Date.  The date (the “MaturityDate”) upon which this Note matures and the principal hereof and allinterest accrued hereon become due shall be April 1, 2009.

 

5.             Payments.

 

(a)           All payments ofprincipal and interest due in respect of this Note shall be made withoutdeduction, defense, set off or counterclaim, in lawful money of the UnitedStates of America, and in same day funds and delivered to the Holder by wiretransfer to a bank account of Holder, as specified by Holder from time to time,or at such other place as shall be designated by notice for such purpose inaccordance with the terms of the Note Purchase Agreement.

 

(b)           Principal and interestpayments due in respect of this Note shall be payable in sixty (60) monthlyinstallments payable on the last day of each calendar month commencing on May1, 2004, and on the first day of each month thereafter until April 1,2009.  If a payment date is not aBusiness Day, then any such payment due under this Note shall be made on thenext succeeding Business Day.

 

6.             Note.  Subject to the terms and conditions of theSubordination Agreement, this Note is secured by all of the Company’s assets,which security interest is evidenced by the Security Agreement, and is entitledto the benefits of such Security Agreement.

 

7.             Eventsof Default.  If any event of defaultset forth below (“Event of Default”) occurs, the entire unpaid principalbalance and accrued interest payable hereunder shall automatically becomeimmediately due and payable without presentment, demand or notice of any kind,all of which are hereby expressly waived by the Company:

 

(a)           Ifdefault shall be made in the due and punctual payment of any principal of orpremium (if any) on, the Note when and as the same shall become due andpayable, whether at maturity or a date fixed for prepayment or by declarationor otherwise, which default is not cured within fifteen (15) days; or

 

(b)           Ifdefault shall be made in the due and punctual payment of any interest on theNote when and as such interest shall become due and payable, and such defaultshall have continued for a period of thirty (30) days; or

 

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(c)           Ifany representation or warranty made or deemed to be made by or on behalf of theCompany in the Note Purchase Agreement or this Note or in any certificate,statement, report or other instrument delivered under or pursuant to any termhereof or thereof shall prove to have been untrue or incorrect in any materialrespect as of the date of this Note or as of the Closing Date and shall not becured for a period of fifteen (15) days after the occurrence thereof, or if anystatement, report, certificate, financial statement or financial schedule orother writing or instrument prepared or purporting to be prepared by theCompany or any officer of the Company that is hereafter furnished or deliveredin connection with or under or pursuant to or contemplated by this Note toBuyer shall prove to be untrue or incorrect in any material respect as of thedate it was made, furnished or delivered and shall not be cured for a period offifteen (15) days after the occurrence thereof; or

 

(d)           Ifthe Company shall (i) file a petition seeking relief for itself under Title 11of the United States Code, as now constituted or hereafter amended, or file ananswer consenting to, admitting the material allegations of, or otherwise notcontroverting, or fail timely to controvert, a petition filed against itseeking relief under Title 11 of the United States Code, as now constituted orhereafter amended, or (ii) file such a petition or answer with respect torelief under the provisions of any other now existing or future applicablebankruptcy, insolvency, or other similar law of the United States of America,or State thereof, or of any other country or jurisdiction providing for thereorganization, winding-up or liquidation of corporations or an arrangement,composition, extension or adjustment with its creditors, and such petition isnot vacated within ninety (90) days; or

 

(e)           Ifan order for relief shall be entered against the Company under Title 11 of theUnited States Code, as now constituted or hereafter amended, which order is notstayed; or upon the entry of an order, judgment or decree by operation of law,or by a court having jurisdiction in the premises which is not stayed,adjudging it a bankrupt or insolvent under, or ordering relief against itunder, or approving as properly filed a petition seeking relief against itunder, the provisions of any other now existing or future applicablebankruptcy, insolvency or other similar law of the United States of America orany State thereof, or of any other country or jurisdiction providing for thereorganization, winding-up or liquidation of corporations or any arrangement,composition, extension or adjustment with creditors, or appointing a receiver,liquidator, assignee, sequestrator, trustee or custodian of the Company or anySubsidiary or any substantial part of its property, or ordering thereorganization, winding-up or liquidation of its affairs or upon the expirationof ninety (90) days after the filing of any involuntary petition against itseeking any of the relief specified in paragraph (e) or this paragraph (f)without the petition being dismissed prior to that time; or

 

(f)            Ifthe Company shall (i) make a general assignment for the benefit of itscreditors, (ii) consent to the appointment of or taking possession by areceiver, liquidator, assignee, sequestrator, trustee or custodian of theCompany of all or a substantial part of its property, or (iii) admit itsinsolvency or inability to pay its debts generally as such debts become due, or(iv) fail generally to pay its debts as such debts become due, or (v) take anyaction (or if such action is taken by its directors or stockholders) looking tothe dissolution or liquidation of the Company; or

 

(g)           Ifa final judgment for the payment of money in excess of $250,000 shall

 

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be rendered by a court of record against the Company and the Company orshall not (i) within 90 days from the date of entry thereof, discharge the sameor provide for its discharge in accordance with its terms, or procure a stay ofexecution thereof, and (ii) if execution of such judgment shall be stayed,within such period of 90 days or such longer period during which the executionof such judgment shall have been stayed, appeal therefrom and cause theexecution thereof to be stayed during such appeal, or, after the expiration ofany such stay or the denial of such appeal, forthwith discharge the same orprovide for its discharge.

 

8.             Enforcement. If any one or more Events of Defaultshall have occurred, the Holder may proceed to protect and enforce the rightsof the Holder by suit in equity or action at law or the employment of any otheravailable right or remedy, as the Holder shall deem most effective to protectand enforce any such rights.  TheCompany promises to pay all costs and expenses, including reasonable attorneys’fees and expenses, incurred in the collection and enforcement of this Note.  The Company and endorsers of this Notehereby consent to renewals and extensions of time at or after the maturityhereof, without notice, and hereby waive diligence, presentment, protest,demand and notice of every kind (except such notices as may be required underthe Note Purchase Agreement) and, to the full extent permitted by law, theright to plead any statute of limitations as a defense to any demand hereunder.

 

9.             Waiversand Amendments.  The Note PurchaseAgreement and this Note may be amended only with the written consent of theHolder.

 

10.           GoverningLaw.  This Note shall be governedby, and construed and enforced in accordance with, the internal laws (but notthe law of choice of laws) of the State of Nevada.

 

IN WITNESS WHEREOF, the Company has caused this Noteto be executed and delivered by its duly authorized officer, as of the day andyear first written above.

 
|   | TIME AMERICA, INC. |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                | /s/ Thomas S. Bednarik |   |
|   | Name:              | Thomas S. Bednarik |
|   | Title:             | President & Chief Executive Officer |

 

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