EX-10 5 ex10-3.txt EXHIBIT 10.3 PROMISSORY NOTE AND AGREEMENT (this "Note") US$670,894 April 1, 2002 Long Island City, New York FOR VALUE RECEIVED, the undersigned NESCO INDUSTRIES, INC., a Nevada corporation with principal offices at 22-09 Queens Plaza North, Long Island City, New York 11101 (referred to hereinafter as "Maker"), hereby promises to pay to the order of PETROCELLI INDUSTRIES, INC., a New York corporation with principal offices at 22-09 Queens Plaza North, Long Island City, New York 11101 (referred to hereinafter as "Payee"), the principal sum of Six Hundred and Seventy Thousand and Eight Hundred and Ninety-Four Dollars in accordance with the terms and conditions set forth below. The principal amount of this Note represents the aggregate of all outstanding balances on: (i) the principal and accrued and unpaid interest as of April 1, 2002 (totaling $511,844) on all demand loans made by Payee to Maker, National Abatement Corp. ("NAC") and NAC/Indoor Air Professionals, Inc. ("IAP") (NAC and IAP are wholly owned subsidiaries of Maker), on or before April 1, 2002, and (ii) the management fees and consulting fees (totaling $159,000) payable to Payee for management and/or consulting services rendered to Maker, or its subsidiaries, on or before April 1, 2002 (collectively, the "Obligations"). Payee has agreed to accept this Note in lieu of payment by Maker, NAC or IAP, of the amounts due on the Obligations and has agreed that the Obligations shall be deemed cancelled upon due execution of this Note by Maker and delivery of this Note to Payee. Maker and Payee also agree as follows: 1. There shall be no interest payable on this Note. 2. This Note shall be paid in twenty-one (21) equal monthly installments (each being a "Payment"). Each Payment shall be due on the first (1st) day of each month, beginning May 1, 2003. 3. Maker shall have the right to prepay this Note in whole or in part at any time in lawful money of the United States of America to the Payee at the address first shown above, or at such other address as may be directed by Payee, in immediately available funds. 4. Maker hereby waives presentment, demand, dishonor, protest, notice of protest, diligence and any other notice or action otherwise required to be given or taken under the law in connection with the acceptance, enforcement or collection of this Note, and expressly agrees that this Note, or any Payment hereunder, may be extended, modified or subordinated (by forbearance or otherwise) from time to time, without in any way diminishing the liability of Maker. 1 5. In the event that Maker shall fail to make a Payment when due under this Note, Payee may seek any and all remedies available to Payee under this Note plus any and all other remedies available in law or in equity. Maker shall pay all reasonable costs and expenses incurred by Payee in connection with the foregoing, including, without limitation, reasonable attorney's fees, and Payee may take judgement for all such amounts in addition to all other sums due hereunder. 6. All issues arising in relation to this Note shall be governed by the laws of the State of New York, without giving effect to the principles thereof relating to the conflict of laws. IN WITNESS WHEREOF, Maker and Payee have executed this Note as of the date first above written. MAKER: PAYEE: NESCO INDUSTRIES, INC. PETROCELLI INDUSTRIES, INC. /s/ Lawrence S. Polan /s/ Santo Petrocelli, Sr. ------------------------------------ ----------------------------------- Name: Lawrence S. Polan Name: Santo Petrocelli, Sr. Title: Chief Financial Officer Title: President ACCEPTED AND AGREED TO BY: NATIONAL ABATEMENT CORP. /s/ Michael J. Caputo ------------------------------------ Name: Michael J. Caputo Title: Vice President NAC/INDOOR AIR PROFESSIONALS, INC. /s/ Michael J. Caputo ------------------------------------ Name: Michael J. Caputo Title: Vice President 2