exv10w4



 








Exhibit 10.4




$278,000 PROMISSORY NOTE




			
	$278,000.00
	 	July 1, 2006

Dayton, Ohio





FOR VALUE RECEIVED, including without limitation the exchange of certain Ownership Interests (as
defined in the Exchange Agreement between Borrower and Lender of even date herewith) for this Note,
Performance Home Buyers, LLC, an Ohio limited liability company (“Borrower”), promises to pay to
the order of Kenneth O. Huntingdon (“Lender”), the principal sum of Two Hundred and Seventy-eight
Thousand Dollars ($278,000.00) together with interest at the rate of Six Percent (6%) per annum.



Interest only on this Note shall be payable by Borrower to Lender until the July 1, 2008 (“Maturity
Date”). On such Maturity Date, Borrower shall pay to Lender the full amount of interest and
principal due under this Note. Commencing on the date hereof and continuing thereafter on the
first day of each month through the Maturity Date, Borrower shall pay to Lender monthly interest in
the amount of $1,390.00 ($278,000.00 * 6% / 12).



Borrower shall have the right at any time to prepay without penalty any portion or all of the
principal and interest due under this Note. Payments shall be applied first to accrued interest
and then to principal. Lender may, at its option, accelerate this Note and declare the remaining
principal and interest on this Note immediately due and payable if any of the following conditions
of default occur:





	 	i.	 	Failure of the Borrower to make any payment required hereunder within ten (10)
days after receipt of written notice of any failure to pay;
	 
	 	ii.	 	The filing of any Chapter proceeding under the Bankruptcy Code with respect to
any of the Borrower, which in the case of an Involuntary proceeding is not removed
within sixty (60) days; or
	 
	 	iii.	 	Appointment of a receiver, or any marshaling of any assets of the Borrower for
the benefit of creditors; or
	 
	 	iv.	 	Sale of all or substantially all of the assets of the Borrower or cessation of
Borrower’s business.




The rights granted to the Lender are not exclusive but are in addition to all other rights accruing
to Lender in law or equity. Any failure of Lender to exercise these rights shall not operate as a
waiver of such right or any other rights under this Note.



To secure Borrower’s prompt and timely payment of this Note, each of the undersigned guarantors
(“Guarantors”), jointly and severally, individually and on behalf of himself and his heirs and
assigns, guarantees the full performance and full payment of all obligations to Lender herein
provided to be paid, kept, performed and observed by Borrower. It is agreed that Lender may pursue
its remedies under this guaranty with or without having taken any prior action against Borrower
under this Note. This guaranty is absolute and unconditional and shall be a continuing one without
in any way being affected by the bankruptcy or insolvency of Borrower, reimbursement, indemnity,
and other claim (including any claim, as that term is defined in the federal Bankruptcy Code, and
any amendments thereto) which the undersigned Guarantors may now have or later acquire against
Borrower arising from the existence or performance of such Guarantor’s obligations under this
Guaranty. Lender shall provide each Guarantor notice of any default of Borrower, or any
acceleration in the same manner and at the same time such notice is sent to Borrower. Borrower
shall notify each Guarantor of any default by Borrower and shall also forward to each Guarantor any
notice delivered by Lender to Borrower and/or any Guarantor.




 









 








     Any notice required or permitted hereunder shall be made in writing and delivered personally
or sent by certified mail, postage prepaid with return receipt requested, addressed to Lender at
404 Springwood, Hot Springs, Arkansas 71913; and to Borrower or Guarantor(s) at 4130 Linden Avenue,
Suite 303, Dayton, Ohio 45423; or to such other address of which the parties may have given written
notice of to the other parties. Borrower shall forward to each Guarantor any notice delivered by
Lender to Borrower and/or any Guarantor.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	BORROWER:	 	 
	 	 	 	 	PERFORMANCE HOME BUYERS LLC	 	 
	 	 	 	 	an Ohio limited liability company	 	 
	 
	 

	 	 	 	By:
	 	/s/ Peter E. Julian	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Print Name: Peter E. Julian	 	 
	 	 	 	 	Title: Chief Executive Officer	 	 






GUARANTORS:




	 	 	 	 	 	 	 
	/s/ Peter E. Julian

	 	 	 	/s/ Wayne Hawkins	 	 
	 

	 	 	 	 	 	 
	Peter Julian

	 	 	 	Wayne Hawkins	 	 
	 
	 	 	 	 	 	 
	/s/ Randall Porter

	 	 	 	/s/ Mark Fitzgerald	 	 
	 

	 	 	 	 	 	 
	Randall Porter

	 	 
	 	Mark Fitzgerald