ex10-17.htm


    Exhibit
10.17

    


    PROMISSORY
NOTE

    


    


    $600,000.00                                                                                                                                   December
16, 2002

    


    


    


    FOR VALUE RECEIVED, the undersigned,
DPMG, INC., a Delaware corporation (the “Maker”), hereby promises to pay, upon
demand, to the order of GRG Corp., an Oklahoma corporation (“Payee”), at its
offices at 16 South Pennsylvania Avenue, Oklahoma City, Oklahoma 73106 in lawful
money of the United States of America, the principal sum of Six Hundred Thousand
Dollars and 00/100 Dollars ($600,000.00) or so much thereof as may be advanced
from time to time hereunder, together with interest on such principal amount as
herein specified.

    


    As used in this Note, the following
terms shall have the respective meanings indicated below:

    


    
      	
               
      

            	
              “Loan
      Interest Rate” means 2% per annum above the Prime Rate (as hereinafter
      defined), compounded semi-annually and based on a 360 day
      year.

            


    

    


    
      	
               
      

            	
              “Maturity
      Date” means the date upon which Payee demands payment of all principal and
      accrued interest hereunder.

            


    

    


    
      	
               
      

            	
              “Maximum
      Rate” means the maximum rate of non-usurious interest permitted by
      applicable law and calculated after taking into account any and all
      relevant fees, payments, and other charges in respect of this Note which
      are deemed to be interest under applicable law; provided
      however, in no event shall the Maximum Rate exceed 18% per
      annum.

            


    

    


    
      	
               
      

            	
              "Prime
      Rate" means the annual lending rate of interest announced from time to
      time by J.P. Morgan Chase and Co., New York, New York, as its prime
      rate.

            


    

    


    The outstanding principal balance
hereunder shall bear interest at a rate per annum which shall be equal to the
lesser of (a) the Maximum Rate, or (b) the Loan Interest Rate.  All
payments made pursuant to this Note shall be applied to the payment of accrued
interest before being applied to the payment of principal.

     

    
      Notwithstanding anything to the
contrary contained herein, no provisions of this Note shall require the payment
or permit the collection of interest in excess of the Maximum
Rate.  If any excess of interest in such respect is herein provided
for, or shall be adjudicated to be so provided, in this Note or otherwise in
connection with this loan transaction, the provisions of this paragraph shall
govern and prevail, and neither Maker nor the sureties, guarantors, successors
or assigns of Maker shall be obligated to pay the excess amount of such
interest, or any other excess sum paid for the use, forbearance or detention of
sums loaned pursuant hereto.  If, for any reason, interest in excess
of the Maximum Rate shall be deemed charged, required or permitted by any court
of competent jurisdiction, any such excess shall be applied as a payment and
reduction of the principal of indebtedness evidenced by this Note; and, if the
principal amount hereof has been paid in full, any remaining excess shall
forthwith be paid to Maker.  In determining whether or not the
interest paid or payable exceeds the Maximum Rate, Maker and Payee shall, to the
extent permitted by applicable law, (i) characterize any non-principal payment
as an expense, fee, or premium rater than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
entire contemplated term of the indebtedness evidenced by this Note so that the
interest for the entire term does not exceed the Maximum Rate.

      


      An Event of Default shall be (1) a
default in the payment of any payment of principal or interest when due
hereunder, or (2) the filing by or against Maker of any petition or similar
instrument for the commencement of any proceeding under any bankruptcy,
reorganization, insolvency or liquidation law of any jurisdiction and the
failure by Maker to have same dismissed within 45 days after such
filing.

      


        
          
             


          

          
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    Upon the occurrence of any Event of
Default: A) the holder hereof may, at its option, declare the entire unpaid
principal and, to the extent such exists, accrued interest due under this Note
immediately due and payable without additional notice, demand or presentment,
all of which are hereby waived, and upon such declaration, the same shall become
and shall be immediately due and payable; and B) the principal, and to the
extent such exists, any interest due hereunder, shall bear interest at the
Maximum Rate until such Event of Default is cured.  Failure of the
holder hereof to exercise this option shall not constitute a waiver of the right
to exercise the same upon the occurrence of a subsequent Event of
Default.

    


    In the event (i) the holder hereof
expends any effort in any attempt to enforce payment of all or any part of any
sum due the holder hereunder, (ii) this Note is placed in the hands of an
attorney for collection, or an attorney is used by a holder hereof in any
bankruptcy  proceeding of Maker, or (iii) this Note is collected
through any legal proceedings, Maker agrees to pay all collection costs and fees
actually incurred by the holder, including reasonable attorney’s
fees.

    


    The remedies of the holder hereof, as
provided herein: 1) are cumulative and concurrent, 2) are in addition to those
remedies available under applicable law, 3) may be pursued singularly,
successively or together, at the sole discretion of the holder hereof, and 4)
may be exercised as often as occasion therefore shall arise.   No
act of, omission or commission of the holder, including, but not limited to, any
failure to exercise any right, remedy or recourse, shall be deemed to be a
waiver or release of the same, such waiver or release to be effected only
through a written document executed by the holder hereof and then only to the
extent specifically recited therein.   A waiver or release with
reference to any one event shall not be construed as continuing, as a bar to, or
as a waiver or release of any subsequent right, remedy or recourse as to a
subsequent event.

    


    This Note shall be governed by and
construed in accordance with the laws of the State of Delaware and the
applicable laws of the United States of America.

    


    Maker and each surety, guarantor,
endorser, and other party ever liable for payment of any sums of money payable
on this Note jointly and severally waive notice, presentment, demand for
payment, protest, notice of protest and non-payment or dishonor, notice of
acceleration, notice of intent to accelerate, notice of intent to demand,
diligence in collecting, grace, and all other formalities of any kind, and
consent to all extensions, renewals, and modifications without notice for any
period or periods of time and partial payments, before or after maturity,
without prejudice to the holder.  The holder shall similarly have the
right to deal in any way, at any time, with one or more of the foregoing parties
without notice to any other party, and to grant any such party any extensions of
time for payment of any of said indebtedness, or to grant any other indulgences
or forbearances whatsoever, without notice to any party and without in any way
affecting the liability of Maker hereunder.

    


    This Note shall be binding upon the
Maker, any surety and/or guarantor hereunder, and their heirs, legal
representatives, successors and assigns respectively and the terms hereof shall
inure to the benefit of the holder, its heirs, legal representatives, successors
and assigns.

    


    


    MAKER:

    


    DPMG, Inc., a Delaware
corporation

    


    


    


    By:           /s/ JOE
OLREE                                                      

    Joe Olree

    Treasurer

     

     

     

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