Consolidated Promissory Note between Prism Software Corporation and The Conrad von Bibra Revocable Trust

Summary

Prism Software Corporation has issued a promissory note to The Conrad von Bibra Revocable Trust for $350,000, representing a series of cash advances. The note requires Prism to repay the full amount, plus 8% annual interest, on demand within three days of written notice from the lender. The agreement is governed by California law and allows for prepayment. If legal action is needed to enforce the note, the prevailing party is entitled to recover legal fees. The note is secured by a separate security agreement dated March 27, 2003.

EX-10.1 2 prism_8kex10-1.txt EXHIBIT 10.1 CONSOLIDATED PROMISSORY NOTE (The Conrad von Bibra Revocable Trust) $350,000.00 Lake Forest, California September 29, 2004 ON DEMAND, for value received, the undersigned, Prism Software Corporation, a Delaware corporation (the "Company"), promises to pay to the order of the Conrad von Bibra Revocable Trust (the "Lender"), at 1415 Milan Ave, South Pasadena, California 91030, or at such other place as the Lender may designate in writing, the principal amount of Three Hundred Fifty Thousand Dollars and No Cents ($350,000.00), which consists of certain advances listed below. This Note is also secured by the Security Agreement dated March 27, 2003. RECITALS: 1. TERMS OF BORROWINGS. The borrowings (the "Obligations") shall be on the following terms and conditions: 1.1 INTEREST RATE. From October 1, 2004, the Obligations shall bear simple interest at a rate of 8% (eight percent) per annum 1.2 PAYMENT ON DEMAND. Amounts due under the Obligations shall be paid within three days after receipt of written demand for such amounts from Lender. The Company may, at its option, prepay all or any amount owed. Unless otherwise specified by Lender, any such payment shall be credited to principal and interest accrued upon such principal. 2. ATTORNEYS' FEES. In the event any judicial proceedings are instituted to enforce or interpret the rights and obligations of the Company and the Lender under this Note, the prevailing party in such proceeding shall be entitled to reasonable attorneys' fees and costs, as well as related costs of collection and appeal. 3. GOVERNING LAW. This Note and all transactions hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the laws of the State of California, without regard to any choice of law or conflict of law provisions thereof. 4. SEVERABILITY. Should any provision of this Note be declared or be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Note, and the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 5. SCHEDULE OF ADVANCES. DATE OF PRINCIPAL ADVANCE AMOUNT ----------- ------------ 7/14/2004 40,000.00 7/29/2004 35,000.00 8/13/2004 40,000.00 8/31/2004 40,000.00 9/01/2004 40,000.00 9/13/2004 45,000.00 9/14/2004 15,000.00 9/16/2004 45,000.00 9/29/2004 50,000.00 ------------ 350,000.00 ============ Prism Software Corporation By: /s/ David Ayres ______________________________ David Ayres, President