ex10-5.htm


    Exhibit
10.5

    


    


    PROMISSORY
NOTE

    


    


    $400,000.00                                                                 March 30,
2009

    


    


    FOR VALUE RECEIVED, the undersigned,
DPMG INC., a Delaware corporation (the “Maker”), hereby promises to pay to the
order of NEWCO XXV, INC., a Delaware corporation (“Payee”), at its offices at
2817 Crain Highway, Upper Marlboro, Maryland 20074 in lawful money of the United
States of America, the principal sum of Four Hundred Thousand and No/100 Dollars
($400,000.00), together with interest on the principal as herein
specified.

    


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

    


    
      	
               
      

            	
              “Affiliate”
      shall mean any person or entity which controls, is controlled by or is
      under common control with the Maker.  For purposes of this Note,
      control means the power to direct, or cause the direction of the
      management of any person or entity.

            


    

    


    
      	
               
      

            	
              “Loan
      Interest Rate” means 10% per annum, compounded
  annually.

            


    

    


    
      	
               
      

            	
              “Maturity
      Date” means November 1, 2010.

            


    

    


    
      	
               
      

            	
              “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.

            


    

    


    The principal hereof 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 any costs and expenses
of any holder due such holder hereunder, then to accrued interest, to the extent
such exists, and then  to the payment of principal.

    


    All
principal and accrued interest and other amounts due hereunder shall be paid in
full on or prior to the Maturity Date.  The Note may be prepaid in
whole or in part, without penalty, and such prepayment shall be allocated and
applied as set forth in the immediately preceding paragraph.

    


    
      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 rather 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 or other costs or
expenses when due hereunder and the failure to cure same within ten (10) days
after written notice from Payee, (2) Maker shall admit in writing its
inability to, pay its debts as such debts become due, or (3) 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.

      
 

    

    
      
         


      

      
        1

         


      

      
         


      

    

     

    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 (not to exceed 18% per annum) 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 whether or not suit is brought, (ii) this Note
is placed in the hands of an attorney for collection whether or not suit is
brought, or an attorney is used by a holder hereof in any
bankruptcy  proceeding of Maker or its Affiliates, 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, within ten (10) days after written demand is made therefor by
the then holder.

     

    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 therefor 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 Maryland 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 release part or all of any
collateral securing this Note, 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. This Note may not be amended, modified or supplemented except by an
instrument in writing signed by the Maker and the then holder.  The
Maker shall not assign any of its rights or obligations under this Note without
the prior consent of the then holder.  The Payee may at any time and
from time to time, without the consent of the Maker, assign all or any portion
of its rights under this Note to one or more persons. The Payee shall be
entitled to have this Note subdivided, by exchange of this Note for Notes of
lesser denominations or otherwise, to the extent necessary to reflect any such
assignment or assignments.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      MAKER:

                                    	 
      
	 
      
	
                                      DPMG,
      INC., a Delaware Corporation

                                    
	 
      	 
      
	
                                      By:

                                    	
                                      /s/
      William W. Vaughan, III

                                    
	
                                      Name:

                                    	
                                      William
      W. Vaughan, III

                                    
	
                                      Title:

                                    	
                                      Vice
      President

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

    2