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EXHIBIT 10.10
PROMISSORY NOTE
U.S. $77,243.52 SEPTEMBER 30, 1998
FOR VALUE RECEIVED, the undersigned, MULTI-LINK COMMUNICATIONS, INC a
Colorado Corporation ("Maker"), hereby promises to pay to the order of Shawn
Stickle (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 Seventy Seven Thousand, Two Hundred and Forty Three
Dollars and Fifty Two cents ($77,243.52), 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.
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/ NIGEL ALEXANDER
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NIGEL ALEXANDER
MANAGING DIRECTOR
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