Promissory Note Between William P. Ferry and ePresence, Inc. Dated November 16, 2000

Summary

William P. Ferry promises to repay ePresence, Inc. $836,772.25, consolidating three earlier loans. Interest accrues at the federal rate, adjusted monthly. The full amount is due 90 days after Ferry's employment ends, or 180 days if his termination follows a change in control. Early repayment may be required if Ferry files for bankruptcy or similar events occur. The agreement outlines payment terms, default conditions, and legal rights, and is governed by Massachusetts law.

EX-10.54 23 dex1054.txt PROMISSORY NOTE ISSUED TO THE COMPANY Exhibit 10.54 PROMISSORY NOTE $ 836,772.25 NOVEMBER 16, 2000 WESTBORO, MASSACHUSETTS For value received, William P. Ferry (the "Borrower") promises to pay to the order of ePresence, Inc. (the "Company") at the offices of the Company or such other place as the Company hereafter shall designate Eight Hundred Thirty Six Thousand Seven Hundred Seventy Two Dollars and Twenty Five Cents ($836,772.25). This promissory note consolidates and replaces three prior promissory notes issued by the Borrower to the Company in the following principal amounts on the dates indicated: (1) $221,969.89 issued on October 16, 1999; (2) $400,735.74 issued on May 5, 2000; and (3) $185,423.84 issued on October 16, 2000. This promissory note is being issued pursuant to Amendment No. 4 to Employment Agreement between the Borrower and the Company, dated November 16, 2000. Simple interest shall accrue on the unpaid balance from time to time outstanding, which interest rate shall be adjusted each month to the then applicable Federal rate, beginning on the date hereof. The principal and all accrued interest of this Note shall be repaid in full 90 days after the Borrower's employment with the Company is terminated, unless the Borrower is terminated pursuant to a Change in Control (as defined in the Employment Agreement between the Borrower and the Company, dated February 4, 1997), in which case the loan shall be due and payable in full 180 days after the Borrower's termination date. The Borrower shall repay this Note prior to the aforementioned dates as provided below. At the option of the Company, this Note shall become immediately due and payable without notice or demand upon the institution by the Borrower of any proceedings under the United States Bankruptcy Code or the pendency of any bankruptcy or insolvency proceeding against the Borrower for a period of 60 days from the institution thereof or the making by the Borrower of an assignment for the benefit of creditors (the "Event of Default"). Upon the occurrence of the Event of Default, the Company shall have then, or at any time thereafter, all of the rights and remedies afforded by the Uniform Commercial Code as from time to time in effect in the Commonwealth of Massachusetts or afforded by other applicable law. In no event shall any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law and if any such payment is paid by the holder as a payment of principal. All payments by the Borrower under this Note shall be made without set-off or counterclaim and be free and clear and without deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. The Borrower shall pay and save the holder harmless from all liabilities with respect to or resulting from any delay or omission to make any such deduction or withholding required by law. Whenever any amount is paid under this Note, all or part of the amount paid may be applied to principal, interest, premium or interest in such order and manner as shall be determined by the holder in its discretion. No reference in this Note to any other document shall impair the obligation of the Borrower, which is absolute and unconditional, to pay all amounts under this Note strictly in accordance with the terms of this Note. No delay or omission on the part of the Company in exercising any right hereunder shall operate as a waiver of such right or of any other right of such Company, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and also waives any delay on the part of the Company. No discharge or release of any other party primarily or secondarily liable hereon shall discharge or otherwise affect the liability of the Borrower to the Company. None of the terms or provisions of this Note may be excluded, modified, or amended except by a written instrument duly executed on behalf of the Borrower expressly referring hereto and setting forth the provision so excluded, modified or amended. The Borrower will pay on demand all costs of collection, including reasonable attorney's fees, incurred by the Company in enforcing the obligations created by this Note. This Note shall be binding upon the Borrower and each endorser and guarantor hereof and upon their heirs, successors and representatives, and shall inure to the benefit of the Company and its successors, endorsees and assigns. This Note shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts, without regard to its principled of conflicts of laws. This Note shall be deemed to be under seal. WITNESS: BORROWER: Signed in my Presence: /s/ Richard M. Spaulding /s/ William P. Ferry ----------------------------------- ----------------------------------- Richard M. Spaulding William P. Ferry