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EXHIBIT 10.9
PROMISSORY NOTE
U.S. $100,000.00 SEPTEMBER 30, 1998
FOR VALUE RECEIVED, the undersigned, MULTI-LINK
COMMUNICATIONS, INC AND/OR MULTI-LINK TELECOMMUNICATIONS, INC. a Colorado
Corporation ("Maker"), hereby promises to pay to the order of Octagon
Strategies, Inc. (hereinafter referred to, together with each subsequent holder
hereof, as "Holder"), at 811, Lincoln Street, Suite 500, Denver, CO 80203 or at
such other address as may be designated from time to time hereafter by any
Holder, the principal sum of One Hundred Thousand, Dollars ($100,000.00), as
hereinafter provided, in lawful money of the United States of America.
1. Payments. Subject to the availability of funds, the loan
will be repaid on demand of Holder. The loan is revolving in nature and Holder
may, from time to time advance funds to Maker for general corporate purposes.
2. Interest. Interest is payable at the rate of 10% per annum.
3. Collateral. None.
4. Events of Default. The entire unpaid principal balance of
this Promissory Note, together with all unpaid interest accrued thereon and all
other sums owing under this Promissory Note shall at the option of Holder become
immediately due and payable without notice or demand upon the occurrence of any
one or more of the following events ("Events of Default"), regardless of the
cause thereof and whether within or beyond the control of Maker:
(a) the failure of Maker to pay any sum when due
under this Promissory Note and such failure shall continue
unremedied for thirty (30) days after such payment is due;
(b) any representation or warranty made herein shall
prove to be false or misleading in any material respect;
(c) any default (other than for the payment of money)
shall occur on the part of Maker in the due observance or
performance of any covenant or other provision of this
Promissory Note, which default has not been cured within
thirty (30) days following notice thereof to Maker;
(d) Maker shall fail to pay principal or interest on
any indebtedness (now or hereafter existing) owed to any
person (other than Holder) beyond any period of grace provided
with respect thereto, or shall default in the performance of
any agreement, term or condition contained in any agreement
under which any such obligation is created, if the effect of
such default is to cause the holder or holders of such
indebtedness to accelerate the maturity thereof;
(e) Maker shall (i) apply for or consent to the
appointment of a receiver, trustee in bankruptcy for benefit
of creditors, or liquidator of any of them or of any of the
property of any of them; (ii) admit in writing their or his
inability to pay their or his debts as they mature or
generally fail to pay such debts as they mature; (iii) make a
general assignment for the benefit of creditors; (iv) be
adjudicated a bankrupt or insolvent; (v) file a voluntary
petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with creditors, or seeking to
take advantage of any bankruptcy or reorganization,
insolvency, readjustment of debt, dissolution or liquidation
law or statute or an answer admitting an act of bankruptcy
alleged in a petition filed against any of them in any
proceeding under such law; or (vi) take any corporate action
for the purpose of affecting any of the foregoing; and
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(f) an order, judgment or decree shall be entered
against Maker without its application, approval or consent, or
by any court of competent jurisdiction, approving a petition
seeking reorganization of any of them or appointing a
receiver, trustee or liquidator of Maker or of all or a
substantial part of the assets thereof, if such order,
judgment or decree shall continue unstayed and in effect for a
period of sixty (60) consecutive days from the date of entry
thereof.
5. Waivers and Covenants. Maker and all parties now or
hereafter liable for the payment hereof, primarily or secondarily, directly or
indirectly, and whether as endorser, guarantor, surety, or otherwise, hereby
severally waive presentment, notice of dishonor and protest, and they hereby
agree to any extension of time of payment and partial payments before, at or
after maturity.
6. Remedies; Collection. Holder shall be entitled to pursue
any and all rights and remedies provided by applicable law and/or under the
terms of this Promissory Note, all of which shall be cumulative and exercised
successively or concurrently. Upon the occurrence and during the continuation of
any Event of Default, Holder, at its option, may at any time declare any and all
liabilities of Maker to Holder hereunder immediately due and payable without
demand or notice of any kind. Holder's delay in exercising or failure to
exercise any rights or remedies to which Holder may be entitled if any Event of
Default occurs shall not constitute a waiver of any of Holder's rights or
remedies with respect to that or any subsequent Event of Default, whether of the
same or a different nature, nor shall any single or partial exercise of any
right or remedy by Holder preclude any other or further exercise of that or any
other right or remedy. Upon the occurrence of an Event of Default, Holder shall
be entitled to recover reasonable costs and expenses of collection, including
reasonable attorneys' fees.
7. Governing Law. This Promissory Note shall be governed by
and enforced in accordance with the laws of the State of Colorado. IN WITNESS
WHEREOF, Maker has caused this Promissory Note to be executed by its duly
authorized representative as of the date hereof.
MULTI-LINK COMMUNICATIONS, INC.
A COLORADO CORPORATION.
/s/ SHAWN STICKLE
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SHAWN STICKLE
MANAGING DIRECTOR
MULTI-LINK TELECOMMUNICATIONS, INC.
A COLORADO CORPORATION.
/s/ SHAWN STICKLE
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SHAWN STICKLE
MANAGING DIRECTOR