Unassociated Document


    
      

    

    Exhibit
10.16

    


    


    $250,000
NEGOTIABLE PROMISSORY NOTE

    


    
      
        	 
      	
                 October
      1, 2008

              


      

    

    


    


    For value
received, General DataComm Industries, Inc, having an office at 6 Rubber Avenue,
Naugatuck CT 06770 (“Payor”), promises to pay on demand to the order of Howard
S. Modlin, having an office at 445 Park Avenue, 15th floor,
New York, New York 10022 (“Payee”), with interest at the rate of 10% per annum
on the unpaid balance thereof from October 1, 2008, the principal sum of
$250,000 in lawful money of the United States of America. This Note is payable
on demand and may be prepaid at any time without penalty or
premium.  Interest which accrues during each calendar month shall be
paid on the first day of the following calendar month during the term of this
Note or date of payment or prepayment if earlier.  This Note evidences
a loan made to Payor by Payee on October 1, 2008 in the sum of
$250,000.

     

    1.  Payment
of this Note is unconditional and shall be made without defense, counterclaim or
offset, any defense to be asserted in a separate suit.  If payment is
not made on the installment date or at maturity or upon the occurrence of a
Default, then interest shall accrue from such date until paid in full at the
rate of 12% per annum or the maximum permitted by law, whichever is
less.  This Note is secured by a security agreement dated December 30,
2003, as amended and a mortgage on real estate.

     

    2.  The
term “Default” as used herein shall mean the failure of Payor to pay the
principal or interest on this Note when due or the failure of Payor to perform
any other obligation under this Note (including the obligations under the
security agreement securing this Note).

     

    3.  Payor
agrees to pay all costs and expenses of collection, including reasonable
attorney’s fees, in the event of acceleration of this Note by Payee or holder
following Default.

     

    4.  Presentation
for payment, notice of dishonor, protest and notice of protest are hereby
waived.

     

    5.  This
Note shall be governed by the laws of the State of Connecticut. The Payor of
this Note hereby submits to the exclusive jurisdiction of the courts of general
jurisdiction of the State of Connecticut, and hereby waives, and agrees not to
assert, as a defense in any action, suit or proceeding for the interpretation or
enforcement of this Note, that it is not subject thereto or that such action,
suit or proceeding may not be brought or it is not maintainable in such courts,
or that this Note may not be enforced in or by such courts, or that the suit,
action or proceeding is brought in an inconvenient forum, or that the venue of
the suit, action or proceeding is improper. Service of process with respect
thereto may be made upon Payor by mailing a copy thereof by registered or
certified mail, postage prepaid, to such party at its address as provided
above.

    


    


    
      
        
          	 
      	
                  GENERAL
      DATACOMM INDUSTRIES, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  William
      G. Henry

                
	 
      	 
      	
                  Title:
      Vice President, Finance

                  and
      Administration