Unassociated Document


    
      Exhibit
10.12

       

      AMENDED
AND RESTATED PROMISSORY NOTE

       

      
        	
                March
      19, 2010

              	
                $
      2,500,000

              


      

       

       

      FOR VALUE
RECEIVED, NEW CORE HOLDING, INC., a Florida corporation (“Issuer”), promises to
pay to the order of JOHN ARANOWICZ (“Lender”), the principal amount of
$2,500,000 (Two Million Five Hundred Thousand Dollars), together with interest
thereon from and after the date hereof at the rate hereinafter
provided.

       

      The said principal and interest shall
be payable in lawful money of the United States of America in the following
manner:

       

      
        	
                 
      

              	
                (i)

              	
                Accrued
      interest only shall be due and payable on the fifth (5th)
      day of each calendar month following the date hereof and preceding the
      Maturity Date (as hereinafter
defined);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                A
      principal payment of $300,000 shall be due and payable thirty (30) days
      after the Merger Date (as hereinafter
defined);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A
      principal payment of $500,000 shall be due and payable six (6) months
      after the Merger Date;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                A
      second principal payment of $500,000 shall be due and payable on the first
      anniversary of the Merger Date; and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                The
      entire unpaid principal balance hereof, plus all then-accrued and unpaid
      interest thereon, shall be due and payable in full on the second
      anniversary of the Merger Date (the “Maturity
  Date”).

              


      

       

      As used
in this Agreement, the term “Merger Date” means the date on which Issuer is
merged with and into Rurbanc Data Services, Inc., an Ohio Corporation (“RDSI”),
or an entity wholly owned by RDSI.

       

      Except as
otherwise provided in the next succeeding paragraph, at all times from and after
the date hereof, interest shall accrue on principal outstanding hereunder at the
rate of twelve percent (12%) per annum until the Merger Date and at the rate of
nine and one-half percent (9.5%) per annum thereafter.

       

      If any of
the principal payments called for in clauses (ii), (iii) or (iv) above (each, an
“Interim Principal Payment”) is not paid in full when due, then, in any such
instance, commencing on the due date of such Interim Principal Payment, and
continuing until such Interim Principal Payment is paid in full, interest shall
accrue on the entire principal balance outstanding hereunder at the rate of
twelve percent (12%) per annum.  In addition, for all periods from and
after the earlier of (x) the date of an Acceleration Declaration (as hereinafter
defined), if any, and (y) the Maturity Date, interest shall accrue on the entire
principal balance outstanding hereunder at the rate of twelve percent (12%) per
annum.

       

      If any of
the following events shall occur (each, an “Event of Default”), the holder
hereof may declare (any such declaration, an “Acceleration Declaration”) the
entire unpaid principal and accrued and unpaid interest on this Amended and
Restated Promissory Note (this “Note”) immediately due and payable, by a notice
in writing to the Issuer:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      (a)           Default
in the remittance of any payment of interest called for under clause (i) above
when such payment becomes due and payable on this Note, and continuance of such
default for a period of five (5) days;

       

      (b)           A
judgment is rendered against the Issuer which would have a material adverse
effect on the business, properties or financial condition of the Issuer, and,
within sixty (60) days after entry thereof, such judgment is not discharged or
execution thereof stayed pending appeal, or within sixty (60) days after
expiration of any such stay, such judgment is not discharged;

       

      (c)           The
institution by the Issuer or proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to 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
applicable federal or state 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 Issuer, or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due or the taking of action by the Issuer in furtherance of any such
action; or

       

      (d)           If,
within thirty (30) days after the commencement of an action against the Issuer
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 dismissed or all orders or proceedings thereunder
affecting the operations or the business of the Issuer stayed, or if the stay of
any such order or proceeding shall thereafter be set aside, or if, within thirty
(30) days after the appointment without the consent or acquiescence of the
Issuer of any trustee, receiver or liquidator of the Issuer or of all or any
substantial part of the properties of the Issuer, such appointment shall not
have been vacated.

       

      If any
Event of Default shall occur and be continuing, the holder of this Note may
proceed to protect and enforce its rights under this Note by exercising such
remedies as are available to such holder in respect thereof under applicable
law, either by suit in equity or by action at law, or both.  No remedy
conferred by the terms of this Note upon the holder hereof is intended to be
exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy conferred herein or
now or hereafter existing at law or in equity or by statute or
otherwise.

       

      This Note
may not be amended, waived or modified without the written consent of the holder
of this Note.  This Note may be prepaid by Issuer, in whole or in
part, at any time without the consent of the holder hereof and without premium
or penalty of any kind.

       

      
        
           

        

        
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      This Note
is the Promissory Note referred to in that certain Agreement Concerning
Amendment and Restructuring of Existing Financing Arrangements by and between
Lender and Issuer dated as of March 19, 2010.

       

      This Note
shall be construed and enforced in accordance with the local laws of the State
of Florida, without reference to conflict of laws provisions.

       

      IN
WITNESS WHEREOF, the undersigned has executed this Note with proper
authorization and intent to bind the Issuer hereto.

       

      
        	
                WITNESS:

              	
                NEW
      CORE HOLDINGS, INC.

              
	 
      	 
      
	___________________________________	
                By:
      /s/ John
      Aranowicz                        
      

              
	 
      	 
      
	___________________________________	
                Its:
      President and
      CEO                          

              
	
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