PROMISSORY NOTE | ||
U.S. $250,000.00 | May 1, 2007 | |
FOR VALUE RECEIVED, the undersigned, eLEC COMMUNICATIONS CORP., a | ||
corporation having an address at 75 South Broadway, Suite 302 White Plains, New York 10601 | ||
(“Maker”), promises to pay, on the dates set forth below, in lawful money of the United States, to | ||
_______________________, (“Holder”), or assigns, the principal amount of TWO HUNDRED | ||
FIFTY THOUSAND and 00/100 (U.S. $250,000.00) UNITED STATES DOLLARS, together | ||
with interest thereon at the rate of 12% per annum, on the earlier of (i) October 31, 2007 or (ii) | ||
the date on which the Maker receives $1 million in equity from a private placement offering that | ||
is being managed by its agent, Emerald Investments Inc. Any payment which becomes due on a | ||
Saturday, Sunday or legal holiday shall be payable on the next business day. | ||
All cash payments due and payable on this Note shall be made directly by wire transfer of | ||
immediately available funds to an account designated by Holder to Maker in writing, or at such | ||
other bank or agency, or in such other manner, as Holder shall have designated by written notice | ||
to Maker. | ||
If this Note is past due, this Note shall bear interest at the rate of 18%, and if it is placed | ||
in the hands of an attorney for collection or enforcement or it is collected or enforced through any | ||
legal proceedings, then Maker shall pay to Holder all attorneys’ fees, costs and expenses incurred | ||
in connection therewith in addition to all other amounts due hereunder. | ||
Maker (i) waives presentment and demand for payment, notices of nonpayment and | ||
dishonor, protest of dishonor and notice of protest; (ii) waives all notices in connection with the | ||
delivery and acceptance hereof and all other notices in connection with the performance, default | ||
or enforcement of the payment hereof or hereunder; (iii) waives any and all lack of diligence and | ||
delays in enforcement of the payment hereof; and (iv) consents to any and all extensions of time, | ||
renewals, waivers or modifications which may be granted by the Holder with respect to the | ||
payment or other provisions hereof. | ||
Maker may prepay this Note in whole or in part without the prior consent of Holder and | ||
without penalty or premium. | ||
The obligations of Maker hereunder are absolute and unconditional and are not subject to | ||
any advances, offsets or counterclaims which Maker, its successors or assigns, or any subsidiary | ||
or affiliate of any of them, may now or hereafter have against the Holder. | ||
Maker agrees that in any litigation arising out of or relating to this Note, it will waive trial | ||
by jury and not impose any setoff or counterclaim of any nature or description, and Maker shall | ||
be absolutely and unconditionally liable hereunder. | ||
This Note shall be binding upon any successor to Maker. |
Maker agrees that this Note and the rights and obligations of the parties hereunder shall |
be governed by and construed in accordance with the laws and decisions of the State of |
___________, without reference to the principles of conflicts of laws. |
IN WITNESS WHEREOF, the Maker has signed this Note as of the day and year first |
above written. |
ELEC COMMUNICATIONS CORP. |
By:___ /s/ Paul H. Riss |
Name: Paul H Riss |
Title: CEO |