Exhibit 10.1
PROMISSORY NOTE
U .S. S25.000.00 Boulder, Colorado
Dated Jan. 5, 2011
FOR VALUE RECEIVED, the undersigned (Borrower) promises to pay JABLONSKI FAMILY,
LLLP, a Colorado limited liability limited partnership, or order (Note Holder)
the principal sum of Twenty-Five Thousand U.S. Dollars ($25,000.00), with
interest on the unpaid principal balance from the date of this Note, until paid,
at an annual fixed rate equal to five percent (5.0%). Borrower shall use the
loan proceeds only for the purpose of paying fees to Borrower's professional
services providers, including, without limitation, Borrower's auditor,
accountant and attorney, and for legal fees and expenses incurred by or on
behalf of Borrower in connection with the preparation of this Note and related
documents. Principal and interest shall be payable at 1910 Norwood Avenue,
Boulder, Colorado 80304, or such other place as the Note Holder may designate.
The entire principal amount outstanding and accrued interest thereon, shall be
due and payable on the date which is six (6) months following the date of this
Note ("Maturity Date"). In lieu of the accrued interest, Borrower shall deliver
to Note Holder on the Maturity Date, together with the entire principal amount
outstanding, 75,000 restricted shares of DataMill Media Corp. (ticker symbol
SPLI). Notwithstanding the foregoing, in no event shall the amount paid, or
agreed to be paid, to Note Holder for the use, forbearance, or retention of the
money to be loaned hereunder ("Interest") exceed the maximum amount permissible
under applicable law. If the performance or fulfillment of any provision hereof,
or any agreement between Borrower and Note Holder shall result in Interest
exceeding the limit for Interest prescribed by law, then the amount of such
Interest shall be reduced to such limit. If, from any circumstance, Note Holder
should receive as Interest an amount which would exceed the highest lawful rate,
the amount which would be excessive Interest shall be applied to the reduction
of the principal balance owing hereunder (or, at the option of Note Holder, be
paid over to Borrower) and not to the payment of Interest.
1. Borrower shall pay to the Note Holder a late charge of five percent
(5.0%) of any payment not received by the Note Holder within ten (10) days after
the payment is due.
2. Payments received for application to this Note shall be applied first to
the payment of late charges, if any, second to the payment of accrued interest
at the rate specified below, if any, third, to accrued interest first specified
above, and the balance applied in reduction of the principal amount hereof.
3. If any payment required by this Note is not paid when due, or if any
default under the Security and Pledge Agreement securing this Note occurs, the
entire principal amount outstanding and accrued interest thereon shall at once
become due and payable at the option of the Note Holder (Acceleration); and the
indebtedness shall bear interest at the rate of eighteen percent (18%) per annum
from the date of default. The Note Holder shall be entitled to collect all
reasonable costs and expenses of collection and/or suit, including, but not
limited to reasonable attorneys' fees.
5. Borrower may prepay the principal amount outstanding under this Note, in
whole or in part, at any time without penalty. Any partial prepayment shall be
applied against the principal amount outstanding and shall not postpone the due
date of any subsequent payments or change the amount of such payments.
6. Borrower and all other makers, sureties, guarantors, and endorsers
hereby waive presentment, notice of dishonor and protest, and they hereby agree
to any extensions of time of payment and partial payments before, at, or after
maturity.
7. Any notice to Borrower provided for in this Note shall be in writing and
shall be given and be effective upon (1) delivery to Borrower or (2) mailing
such notice by first-class U.S. mail, addressed to Borrower at the Borrower's
address stated below, or to such other address as Borrower may designate by
notice to the Note Holder. Any notice to the Note Holder shall be in writing and
shall be given and be effective upon (1) delivery to Note Holder or (2) mailing
such notice by first-class U.S. mail, to the Note Holder at the address stated
in the first paragraph of this Note, or to such other address as Note Holder may
designate by notice to Borrower.
8. The indebtedness evidenced by this Note is secured by a Security and
Pledge Agreement of even date herewith, and until released said Security and
Pledge Agreement contains additional rights of the Note Holder. Such rights may
cause Acceleration of the indebtedness evidenced by this Note. Reference is made
to said Security and Pledge Agreement for such additional terms and for a
complete description of the collateral securing repayment of this Note.
9. This Note is given to evidence not only existing indebtedness, but also
future advances (whether such advances are obligatory or are to be made at the
option of Note Holder, or otherwise) made by Note Holder pursuant to and as
evidenced by this Note, to the same extent as if such future advances were made
on the date of the execution of this Note. The total amount of indebtedness that
may be so advanced may decrease or increase from time to time, but the principal
amount of indebtedness secured hereby shall, in no event, exceed Twenty-Five
Thousand U.S. Dollars ($25,000.00).
BORROWER:
DATAMILL MEDIA CORP., a Florida corporation
By: /s/ Vince Beatty
Name: Vince Beatty
Title: CEO
Address:
7731 S.Woodridge Drive
Parkland, Florida 33067
PERSONAL GUARANTY
For and in consideration of the loan evidenced by this Note and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned, by his execution hereof, personally guaranties,
any and all obligations and payments of Borrower as set forth and contained in
this Note.
/s/ Vincent Beatty
Vincent Beatty
Gurantor