Exhibit
10.27


 


EXHIBIT
A


 


THE SECURITIES EVIDENCED BY THIS
INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY, AND NOT
WITH A VIEW TO THE DISTRIBUTION THEREOF, AND, EXCEPT AS STATED IN THE NOTE
PURCHASE AGREEMENT DATED APRIL 16, 2004, PURSUANT TO WHICH SUCH SECURITIES WERE
ISSUED, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR TRANSFERRED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT OR REGULATION A NOTIFICATION UNDER THE ACT
COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH
MAY BE COUNSEL FOR THE COMPANY), REASONABLY SATISFACTORY IN FORM AND CONTENT TO
THE COMPANY, STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.


 


	
  $500,000.00

  	
   

  	
  April 16, 2004

  	
   

  	
  Tempe, Arizona

  



 


PROMISSORY
NOTE


 


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


 


1.             Note
Purchase Agreement.  This Note has
been issued to Holder by the Company pursuant to the Note Purchase Agreement
dated of even date herewith (the “NOTE PURCHASE AGREEMENT”), between the
Company and the Holder.  Capitalized
terms used herein but not herein defined shall have the meanings ascribed
thereto in the Note Purchase Agreement, unless the context otherwise requires.


 


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


 


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


 


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


 


3.             Prepayment.  This Note may be prepaid at any time without
penalty.  Any prepayment hereunder shall
be credited first upon interest accrued and the remainder, if any, upon the
outstanding principal amount of this Note.


 


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


 


5.             Payments.


 


(a)           All payments of
principal and interest due in respect of this Note shall be made without
deduction, defense, set off or counterclaim, in lawful money of the United
States of America, and in same day funds and delivered to the Holder by wire
transfer 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 in
accordance with the terms of the Note Purchase Agreement.


 


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


 


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


 


7.             Events
of Default.  If any event of default
set forth below (“Event of Default”) occurs, the entire unpaid principal
balance and accrued interest payable hereunder shall automatically become
immediately due and payable without presentment, demand or notice of any kind,
all of which are hereby expressly waived by the Company:


 


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


 


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


 


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


 


(d)           If
the Company shall (i) file a petition seeking relief for itself under Title 11
of the United States Code, as now constituted or hereafter amended, or file an
answer consenting to, admitting the material allegations of, or otherwise not
controverting, or fail timely to controvert, a petition filed against it
seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended, or (ii) file such a petition or answer with respect to
relief under the provisions of any other now existing or future applicable
bankruptcy, insolvency, or other similar law of the United States of America,
or State thereof, or of any other country or jurisdiction providing for the
reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with its creditors, and such petition is
not vacated within ninety (90) days; or


 


(e)           If
an order for relief shall be entered against the Company under Title 11 of the
United States Code, as now constituted or hereafter amended, which order is not
stayed; 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 it
under, or approving as properly filed a petition seeking relief against it
under, the provisions of any other now existing or future applicable
bankruptcy, insolvency or other similar law of the United States of America or
any State thereof, or of any other country or jurisdiction providing for the
reorganization, 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 any
Subsidiary or any substantial part of its property, or ordering the
reorganization, winding-up or liquidation of its affairs or upon the expiration
of ninety (90) days after the filing of any involuntary petition against it
seeking any of the relief specified in paragraph (e) or this paragraph (f)
without the petition being dismissed prior to that time; or


 


(f)            If
the Company shall (i) make a general assignment for the benefit of its
creditors, (ii) consent to the appointment of or taking possession by a
receiver, liquidator, assignee, sequestrator, trustee or custodian of the
Company of all or a substantial part of its property, or (iii) admit its
insolvency 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 any
action (or if such action is taken by its directors or stockholders) looking to
the dissolution or liquidation of the Company; or


 


(g)           If
a 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 or
shall not (i) within 90 days from the date of entry thereof, discharge the same
or provide for its discharge in accordance with its terms, or procure a stay of
execution thereof, and (ii) if execution of such judgment shall be stayed,
within such period of 90 days or such longer period during which the execution
of such judgment shall have been stayed, appeal therefrom and cause the
execution thereof to be stayed during such appeal, or, after the expiration of
any such stay or the denial of such appeal, forthwith discharge the same or
provide for its discharge.


 


8.             Enforcement.
 If any one or more Events of Default
shall have occurred, the Holder may proceed to protect and enforce the rights
of the Holder by suit in equity or action at law or the employment of any other
available right or remedy, as the Holder shall deem most effective to protect
and enforce any such rights.  The
Company 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 Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest,
demand and notice of every kind (except such notices as may be required under
the Note Purchase Agreement) and, to the full extent permitted by law, the
right to plead any statute of limitations as a defense to any demand hereunder.


 


9.             Waivers
and Amendments.  The Note Purchase
Agreement and this Note may be amended only with the written consent of the
Holder.


 


10.           Governing
Law.  This Note shall be governed
by, and construed and enforced in accordance with, the internal laws (but not
the law of choice of laws) of the State of Nevada.


 


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


 


	
   

  	
  TIME AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas S. Bednarik

  	
   

  
	
   

  	
  Name:

  	
  Thomas S. Bednarik

  
	
   

  	
  Title:

  	
  President & Chief Executive Officer

  



 


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