Exhibit 10.1 - Promissory Note Payable to Ampco Partners


     

    Exhibit
      10.1


    PROMISSORY
      NOTE

    


    


    $500,000.00                  
      DALLAS, TEXAS                      June
      14,
      2006

     

    


    FOR
      VALUE
      RECEIVED, the undersigned, ASCENDANT SOLUTIONS, INC., a Texas corporation
      ("Maker") hereby promises to pay to the order of AMPCO PARTNERS, LTD. ("Payee"),
      a Texas limited partnership, at its offices at 204 Barnes Drive, Garland, Texas
      75042, the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
      ($500,000.00) in lawful money of the United States of America.

    


    1. Interest.
      Interest shall accrue on the outstanding unpaid principal balance of this Note
      from the date advanced until the earliest of maturity or until final payment
      at
      a variable rate per annum equal to four percent (4%) plus the “Base Rate” (as
      hereinafter defined) but in no event to exceed the highest rate allowable by
      law
      (Highest Lawful Rate), with adjustments in such varying rate to be made daily.
      Any change in the interest rate shall be effective without notice to the
      Borrower, such notice being expressly waived by the Borrower. “Base Rate” as
      used herein shall mean the rate published by the Wall Street Journal as the
      Prime Rate on corporate loans posted by at least 75% of the thirty (30) largest
      Banks in the United States, such rate being currently referred to in the Wall
      Street Journal as the “Prime Rate”. In the event the Wall Street Journal is no
      longer published or in the event the Wall Street Journal discontinues publishing
      a Prime Rate, the “Base Rate” will be the average of the rates of interest
      announced or published by CitiBank, N.A. and Chase Manhattan Bank, N.A., or
      their successors-in-interest, as their “Prime Rate” of interest for short term
      loans to commercial Borrowers.  .
      

    


    3.
      Payments.
      Maker
      shall pay all amounts due hereunder immediately upon demand from Payee. Payee
      shall have the right to offset any distributions due the Maker under the
      aforesaid Partnership Agreement against any amounts due under the Note or under
      this Security Agreement. Such distributions (collectively “Distributions”) shall
      include, but not be limited to, Net Cash Flow, Capital Transaction Proceeds
      and
      all other payments to which Maker may be entitled under the Partnership
      Agreement.

    


    4. Past
      Due Interest.
      All
      past due installments of principal and interest hereunder shall bear interest
      at
      the Highest Lawful Rate permitted by applicable law or if no such Maximum Lawful
      Rate is established by applicable law, then at a rate which is five percent
      (5%)
      per annum in excess of the interest rate charged under this Note.

     

    5.
       Waiver.
      The
      undersigned, and any endorsers or guarantors hereof, severally waive diligence,
      presentment, protest and demand and also notice of protest, demand, dishonor,
      acceleration, intent to accelerate, and nonpayment of this Note, and expressly
      agree that this Note, or any payment hereunder, may be extended from time to
      time without notice, and consent to the acceptance of further security or the
      release of any security for this Note, all without in any way affecting the
      liability of the undersigned and any endorsers or guarantors hereof. No
      extension of time for the payment of this Note, or any installment hereof,
      made
      by agreement by the holder hereof with any person now or hereafter liable for
      the payment of this Note, shall affect the original liability under this Note
      of
      the undersigned, even if the undersigned is not a party to such
      agreement.

    


    
      
        
        

      

      
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    6. Security.
      This
      Note is secured, in part, by a Security Agreement (“Security Agreement”) of even
      date herewith executed by Maker, as Debtor, for the benefit of Payee, as Secured
      Party, covering the Collateral described in the Security Agreement. This Note
      is
      executed and delivered pursuant to the Security Agreement which contains
      provisions for the acceleration of the maturity hereof upon the happening of
      certain events.

    


    7. Default.
      Upon
      the happening of any of the following events (herein “Events of Default” or
“Default”), the holder may, at its option, declare immediately due and payable
      the entire principal sum together with all interest accrued and owing thereon,
      plus any other sums payable at the time of such declaration pursuant to this
      Note, the Security Agreement, and any other instrument securing this Note.
      Such
      Events of Default are the following:

    


    
      	 	 	
              (i)

            	
              Maker
                fails to pay any amount due hereunder upon demand from
                Payee;

            


    

    


    
      	 	 	
              (ii)

            	
              The
                failure of Maker to observe or perform any other covenant contained
                herein, the Security Agreement, or in any document or instrument
                evidencing or securing the indebtedness evidenced hereby and the
                failure
                to cure such default within thirty (30) days following written notice
                from
                Payee to Maker; 

            


    

    


    
      	 	 	
              (iii)

            	
              Maker
                shall (i) execute a general assignment for the benefit of Maker's
                creditors; (ii) become the subject, voluntary or involuntary, of
                any
                bankruptcy, insolvency or reorganization proceeding under the United
                States Bankruptcy Code, as amended; (iii) apply for, or consent to,
                the
                appointment of a receiver, trustee or liquidator of Maker or for
                all or a
                substantial part of Maker's assets; (iv) allow or permit a judgment
                to be
                entered against Maker and same becomes a final
                judgment.

            


    

     

    8. No
      Waiver by Payee.
      The
      failure to exercise any of the foregoing options in paragraph 7 upon the
      happening of one or more of the foregoing Events of Default shall not constitute
      a waiver of the right to exercise the same or any other option at any subsequent
      time in respect of payment hereunder which is less than payment in full of
      all
      amounts due and payable at the time of such payment, and shall not constitute
      a
      waiver of the right to exercise any of the foregoing options at the time or
      at
      any subsequent time or nullify any prior exercise of any such option without
      the
      express written consent of the holder hereof, except as and to the extent
      otherwise provided by law.

    


    9. Late
      Charge.
      If any
      installment of principal or interest is not paid on or before the 10th day
      after
      the installment is due, Maker agrees to pay a late charge not to exceed 5%
      of
      the amount of the unpaid installment to compensate the holder hereof for the
      additional expense involved in handling delinquent payments; provided, however,
      the obligation to pay such late charge is subject to the limitation contained
      in
      paragraph 10.

    


    
      
        
        

      

      
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    10. Maximum
      Rate of Interest; Compliance with Law.
      It is
      the intent of the Payee of this Note and the undersigned in the execution of
      this Note and all other instruments now or hereafter securing this Note, to
      contract in strict compliance with any applicable usury laws. In furtherance
      thereof, the said Payee and the undersigned stipulate and agree that none of
      the
      terms and provisions contained in this Note or any other instrument executed
      in
      connection herewith shall ever be construed to create a contract to pay for
      the
      use, forbearance or detention of money, interest at a rate in excess of the
      maximum interest rate permitted to be charged by applicable law. Neither the
      undersigned nor any Guarantors, endorsers or other parties hereafter becoming
      liable for the payment of this Note shall ever be required to pay interest
      on
      this Note at a rate in excess of the maximum interest that may be lawfully
      charged under applicable law and the provisions of this paragraph shall control
      over all other provisions of this Note and other instruments now or hereafter
      executed in connection herewith which may be in apparent conflict herewith.
      If
      the maturity of this Note shall be accelerated for any reason or if the
      principal of this Note is paid prior to the end of the term of this Note, and
      as
      a result thereof the interest received for the actual period of existence of
      the
      loan evidenced by this Note exceeds the applicable maximum lawful rate, the
      holder of this Note shall refund to the undersigned the amount of such excess,
      or shall credit the amount of such excess against the principal balance of
      this
      Note then outstanding. In the event that said Payee or any other holder of
      this
      Note shall collect monies which are deemed to constitute interest which would
      increase the effective interest rate of this Note to a rate in excess of that
      permitted to be charged by applicable law, all such sums deemed to constitute
      interest in excess of the lawful rate shall, upon such determination, at the
      option of the holder of this Note, be immediately returned to the undersigned
      or
      credited against the principal balance of this Note then outstanding. The term
      "applicable law" as used in this Note shall mean the laws of the State of Texas
      or the laws of the United States, whichever laws allow the greater rate of
      interest, as such laws now exist or may be changed or amended or come into
      effect in the future.

    


    11. Collection
      Costs.
      If this
      Note is not paid when due, whether at maturity or by acceleration, or if it
      is
      collected through a bankruptcy, probate, or other court, whether before or
      after
      maturity, Maker agrees to pay all costs of collection, including, but not
      limited to, reasonable attorney's fees, incurred by the holder
      hereof.

    


    12. Applicable
      Law; Venue.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Texas and the laws of the United States applicable to transactions in the
      State of Texas and venue for any legal proceeding shall be Dallas County,
      Texas.

    


    THIS
      NOTE, THE SECURITY AGREEMENT AND ALL OTHER WRITTEN DOCUMENTS EXECUTED IN
      CONNECTION HEREWITH, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
      MAY
      NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
      DOCUMENTS OF THE PARTIES.

    


    THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    
      	
              ASCENDANT
                SOLUTIONS, INC.

            
	 
	
              By: /s/
                Gary W. Boyd

            
	
              Name: Gary
                W. Boyd

            
	
              Title: Chief
                Financial Officer

            


    

     

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