Promissory Note between Datatec Systems, Inc. and Cisco Systems, Inc. with Guaranty by eDeploy.com, Inc.

 EXHIBIT 10.35 PROMISSORY NOTE U.S. $130,434.78 Dated: November 2, 2001 FOR VALUE RECEIVED, the undersigned, Datatec Systems, Inc., a Delaware corporation ("Datatec"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of Cisco Systems, Inc., a California corporation ("Cisco"), the sum of $130,434.78 on or before April 30, 2002 (the "Maturity Date"), in full satisfaction of the amounts due and owing to Cisco with respect to dividends under the Series A Preferred Stock of eDeploy.com, Inc., a subsidiary of Datatec. 1. Payments. -------- (a) As soon as reasonably possible after the date hereof, but in any event prior to 10:00 a.m. (Eastern Standard Time) on the Maturity Date of this Promissory Note (this "Note"), Datatec shall pay to Cisco the sum of $130,434.78 by wire transfer, in lawful money of the United States and in immediately available funds. Wire transfer instructions for the payment of such funds are as follows: Bank of America - Concord, CA ABA# 121000358 Acct.# 1233257433 Cisco Systems, Inc. (b) Prior to payment of funds as described in this Note, Datatec shall give Cisco reasonable prior notice of the wire transfer at the following address or facsimile: Cisco Systems, Inc. 170 West Tasman Drive San Jose, California 95134 Facsimile: (408) 526-8252 Attn: Senior Vice President, Corporate Affairs (c) All payments under this Note shall be made unconditionally in full without deduction, setoff, counterclaim or other defense. Datatec hereby irrevocably waives presentment, demand, protest, notice of dishonor and all other notices (except for any such notice expressly provided herein), and any release or discharge arising from any extension of time or other cause of release or discharge other than actual payment in full hereof. 2. Interest; Insolvency. -------------------- (a) The indebtedness evidenced by this Note shall not bear interest prior to May 1, 2002. In the event that the indebtedness evidenced by this Note shall not have been paid in full on or prior to the Maturity Date, commencing on the day next following the Maturity Date, interest on such indebtedness will accrue at the rate of 6% per annum and will be payable monthly in arrears on the last day of each calendar month following the Maturity Date. Any interest that is not  paid when due shall bear interest at the rate of 6% per annum. All computations of interest shall be made on the basis of a year of 365 days for the actual number of days (including the first and last day) occurring in the period for which such interest is payable. All payments made under this Note shall be applied first to accrued and unpaid interest and next to unpaid principal. (b) All unpaid amounts owing or payable under this Note shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, if, at any time prior to the Maturity Date, Datatec shall: (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or any part of its property; (ii) admit in writing its inability or shall fail, to pay its debts generally as they mature; (iii) make a general assignment for the benefit of its or any of its creditors; (iv) be dissolved or liquidated in full or in part; (v) become insolvent (as such term may be defined or interpreted under any applicable statute); (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or (vii) take any action for the purpose of affecting any of the foregoing. 3. Miscellaneous. ------------- (a) Costs and Expenses. Datatec shall pay on demand all reasonable costs and expenses of Cisco, and the reasonable fees and disbursements of counsel, in connection with the enforcement or attempted enforcement of, and preservation of any rights or interests under this Note, including in the event of any out-of-court workout, refinancing or restructuring transaction, or in any bankruptcy case. (b) Severance. Whenever possible, each provision of the Note shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Note shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Note, or the validity or effectiveness of such provision in any other jurisdiction. (c) No Waiver. Any term, covenant, agreement or condition of this Note may be amended or waived only if such amendment or waiver is in writing and is signed by Datatec and Cisco. No failure or delay by Cisco in exercising any right or remedy under this Note shall operate as a waiver thereof or of any other right or remedy nor shall any single or partial exercise of any such right or remedy preclude any other further exercise thereof or of any other right or remedy. The acceptance at any time by Cisco of any past-due amount hereunder shall not be deemed to be a waiver of the right to require prompt payment when due of any other amounts then or thereafter due and payable. Unless otherwise specified in such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. 2  (d) Successors and Assigns. This Note shall be binding upon and inure to the benefit of Datatec, Cisco, and their respective successors and permitted assigns, except that Datatec may not assign or transfer any of its rights or obligations under this Note without the prior written consent of Cisco (and any purported assignment without such consent shall be void). (e) This Note constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between parties hereto are expressly canceled. (f) This Note shall be construed in accordance with and governed by the laws of the State of Delaware, excluding conflict of laws principles. [Signature page follows] 3  IN WITNESS WHEREOF, the undersigned duly authorized officer of Datatec has executed this Note as of the date first set forth above. DATATEC SYSTEMS, INC. By: /s/ Isaac Gaon ----------------------------- Name: Isaac J. Gaon Title: Chairman & CEO GUARANTY BY EDEPLOY.COM, INC. EDEPLOY.COM, INC., as a subsidiary of Datatec, hereby irrevocably and unconditionally guarantees full and prompt payment when due of all indebtedness, liabilities and obligations under this Note. This is a guaranty of payment and not merely collection. eDeploy.com, Inc. hereby expressly and knowingly, to the fullest extent permitted by law, waives and agrees not to assert any defense or benefit that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. By: /s/ Isaac Gaon ------------------------------------ Name: Isaac J. Gaon Title: CEO [SIGNATURE PAGE TO PROMISSORY NOTE]