Demand Note, Datalinc Ltd. & Blue Chip Venture

EXHIBIT 10.1.4


$100,000 Demand Note
between Datalinc Ltd. and Blue Chip Capital Fund Limited
dated June 27, 1997


DEMAND NOTE


$100,0000 Cincinnati, Ohio


June 27, 1997


For value received, the undersigned, Datalinc, Ltd., a Florida limited partnership (the "Borrower"), promises to pay to the order of BLUE CHIP CAPITAL FUND LIMITED PARTNERSHIP (the "Investor") the principal sum of $100,000. The unpaid principal amount of this note shall bear interest at the rate of ten percent (10%) per annum.


PAYMENT. The unpaid principal amount together with the interest accrued thereon, shall be payable upon demand, in lawful money of the United States of America and in immediately available funds, at 2000 PNC Center, 201 East Fifth Street, Cincinnati, Ohio 45202, or at such other place as hereafter may be designated by written notice from the holder of the Borrower. Interest shall be calculated on the basis of a 360-day year for the actual number of days principal is unpaid.


PRE-PAYMENT. The Borrower shall have the privilege of pre-paying this note, in part or in full, at any time without penalty; payment shall be applied first to the payment of interest and the balance to principal.


MISCELLANEOUS. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower.


Whenever in this note reference is made to the "Borrower" or the "Investor", such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this note shall be binding upon and shall inure to the benefit of such successors and assigns. The Borrower's successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the Borrower.


This note shall be governed by and construed in accordance with the laws of the State of Ohio.


COGNOVIT NOTE. The Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for the Borrower in any action upon or in connection with this note at any time after any obligation under this note becomes due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service or process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of the Investor against the Borrower, the amount due hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Investor and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Investor paying such confessing attorney a legal fee or allowing such attorneys' fees to be paid from proceeds of collection of this note.


1 ******************************************************************************** WARNING -- BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CASE. ********************************************************************************


DATALINC, LTD.


By: Integrated Communications Network, Inc.
its General Partner


/s/John F. Kolenda
By: _____________________
John F. Kolenda, Chairman of the Board


/s/Mark J. Gianinni
By: ______________________
Mark J. Gianinni, President


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GUARANTY


For value received and in consideration of a loan (the "Loan") of $100,000 made to Datalinc, Ltd. ("Borrower") by Blue Chip Capital Fund Limited Partnership ("Lender") on the date hereof pursuant to that certain Demand Note of even date herewith evidencing the Loan, as the same may be amended from time to time (the "Note"), John F. Kolenda ("Guarantor") hereby unconditionally the full and prompt payment of the principal and interest payable under the Note and of all of the indebtedness, liabilities and obligations of every kind and nature of Borrower to Lender, howsoever created, arising out of or evidenced by the Note, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Lender (the "Obligations"), when due, whether at maturity or earlier by reason of demand, acceleration or otherwise, and at all times thereafter. Guarantor further agrees to pay all costs and expenses, including, without limitation, all court costs and attorneys' and paralegals' fees and expenses, paid or incurred by Lender in endeavoring to collect or enforce all or any part of the Obligations from, or in prosecuting any action against, Borrower, Guarantor or any other guarantor of all or any part of the Obligations.


Guarantor hereby agrees that, except as hereinafter provided, Guarantor's obligations under this Guaranty shall be unconditional, irrespective of (i) the validity or enforceability of the Obligations or of any promissory note or other document evidencing all or any part of the Obligations, (ii) the absence of any attempt to collect the Obligations from Borrower or any other guarantor or other action to enforce the same, (iii) the waiver or consent by Lender with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement now or hereafter executed by Borrower and delivered to Lender, (iv) failure by Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations, (v) Lender's election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. para. 101 et seq.) (the "Bankruptcy Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy code, (vii) the disallowance of all or any portion of Lender's claim(s) for repayment of the Obligations under Section 502 of the Bankruptcy code, or (viii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.


Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of Borrower, protest or notice with respect to the Obligations and all demands whatsoever and convenants that this Guaranty will not be discharged, except by complete performance of the obligations contained herein. Upon any default by Borrower, Lender may, at its sole election, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount or any portion of the Obligations, without first proceeding against Borrower or any other person, firm or corporation, or against any security or collateral for the Obligations. Lender shall have the exclusive right to determine the application of payments and credits, if any, from Guarantor, Borrower or from any other person, firm or corporation, on account of the Obligations or of any other liability of Guarantor to Lender.


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Lender is hereby authorized, without notice or demand and without affecting the liability of Guarantor hereunder, to, from time to time, (i) renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument now or hereafter executed by Borrower and delivered to Lender; (ii) accept partial payments on the Obligations; (iii) take and hold security or collateral for the payment of this Guaranty, any other guarantees of the Obligations or other liabilities of Borrower and the Obligations guaranteed hereby, and exchange, enforce, waive and release any such security or collateral; (iv) apply such security or collateral and direct the order or manner of sale thereof as in its sole discretion it may determine; and (v) settle, release, compromise, collect or otherwise liquidate the Obligations and any security or collateral therefore an any manner, without affecting or impairing the obligations of the Guarantor hereunder.


At any time after maturity of the Obligations, Lender may, in its sole discretion, without notice to guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Obligations (i) any indebtedness due or to become due from Lender to Guarantor, and (ii) any moneys, credits, deposits, account balances or other property belonging to Guarantor, now existing or at any time held by or coming into the possession Lender or any affiliate of Lender.


Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of Borrower, and any and all endorsers and/or other guarantors of any instrument or document evidencing all or any part of the Obligations and of all other circumstances bearing upon the risk of nonpayment of the Obligations or any part thereof that diligent inquiry would reveal and Guarantor hereby agrees that Lender shall have no duty to advise Guarantor of information known to Lender regarding such condition or any such circumstances. In the event Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to Guarantor, Lender shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (11) to disclose any information which, pursuant to accepted or reasonable commercial finance practices, Lender wishes to maintain confidential, or (111) to make any other or future disclosures of such information or any other information to Guarantor. The Guarantor hereby represents and warrants that any personal financial statements which the Guarantor has delivered to Lender fairly present the Guarantor's assets and liabilities as of the date thereof.


Guarantor hereby further agrees not to sell, lease, convey, transfer or shift any of his property or assets (i) with the intent or effect of sheltering such property or assets from Guarantor's obligations under this Guaranty and (ii) unless such transaction is on fair and reasonable terms.


Guarantor consents and agrees that Lender shall be under no obligation to marshall any assets in favor of Guarantor or against or in payment of any or all of the Obligations. Guarantor further agrees that, to the extent that Borrower makes a payment or payments to Lender, or Lender receives any proceeds of collateral, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, Guarantor, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such


4 payment or repayment, the Obligations or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.


Guarantor irrevocably and permanently waives, and will not attempt to exercise in any way, any rights which Guarantor might otherwise have had or acquired against Lender or Borrower or any other party by way of subrogation or otherwise because of any payment made by Borrower or Guarantor hereunder or otherwise, Guarantor waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower, any endorser or any other guarantor of all or any part of the Obligations, and Guarantor waives any benefit of, and any right to participate in, any security or collateral given to Lender to secure payment of the Obligations or any other liability of Borrower to Lender. Guarantor also hereby waives any claim, right or remedy which Guarantor may now have or hereafter acquire against the performance by Guarantor hereu ...