Exhibit 10.9
PROMISSORY NOTE
AS of 1st July 2005
FOR VALUE RECEIVED, the undersigned, FIT FOR BUSINESS INTERNATIONAL, INC., a
corporation whose address is 10/27 Mayneview St, Milton, QLD, Australia
("Maker") agrees to pay to the order of FORT STREET EQUITY, a corporation whose
address is 866 George Town, Grand Cayman Islands ("Holder"), the principal sum
of THRITY THOUSAND ONE HUNDRED AND TWENTY DOLLARS (US $30,120.00) US Dollars
plus interest as set forth below. The outstanding principal amounts of this Note
shall be payable in full, together with accrued interest thereon on December 31,
2009 (the "Maturity Date"). Interest on the outstanding principal amount of this
Note shall accrue, in arrears, at the rate per annum equal to the five percent
(5%), calculated on the basis of a year three hundred and sixty (360) days.
Accrued interest shall be paid bi-annually and on the Maturity Date. In lieu of
paying the accrued interest in cash, at the option of the Maker, other than the
amount of interest due on the maturity date or upon the acceleration of this
note, the accrued interest shall be capitalized and added to the outstanding
principal amount of this Note.
Maker hereby waves presentment, demand, notice, protest, the benefit of any
homestead exemption law of any state and all other formalities in connection
with the delivery, acceptance, performance or enforcement of this Note. Any
failure by Holder to exercise any right hereunder shall not be construed as a
waiver or the right to exercise the same or any other right at any other time or
times. The waiver by Holder of a breach or default of any provision of this Note
shall not operate or be construed as a waiver of any subsequent breach or
default thereof.
If Maker fails to make payments required hereunder on December 31, 2009 and such
failure to pay continues for a fifteen (15) day period after the payment is due,
it shall constitute a default under this Note. If payment in full is not made on
such date, interest shall accrue at the rate of 7% per annum.
Upon the occurrence or any default under this Note, Holder shall provide written
notice to Maker of such default. If Maker fails to cure such default within ten
(10) days after receipt of Holder's notice, the entire balance of this Note
shall be immediately due and payable.
This Note shall be binding upon, and inure to the benefit of Maker, Holder and
their respective successors and assigns.
This Note may not be transferred, sold, pledged, hypothecated or assigned by the
Holder nor may the Holder grant a security interest in this Note to any of its
Lenders or other third parties, without the prior written consent of the Maker,
which consent may be granted or withheld by the Maker in the Maker's sole
discretion.
Notwithstanding anything to the contrary and forth hereto, this Note shall be
not to be recourse to the Maker.
This Note shall be construed and governed by the laws of the State of
Queensland, Australia. The provisions of this Note are severable and the
invalidity or unenforceability of any provision shall not alter or impair
the remaining provisions of this Note.
BY: /s/ Mitchell Stough BY: /s/ Mark Poulsen
----------------------------- -------------------------------
FORT STREET EQUITY Mark Poulsen
FIT FOR BUSINESS INTERNATIONAL Inc.
WITNESS:
Address:
PROMISSORY NOTE
AS of 1st July 2005
FOR VALUE RECEIVED, the undersigned, FIT FOR BUSINESS INTERNATIONAL, INC., a
corporation whose address is 10/27 Mayneview St, Milton, QLD, Australia
("Maker") agrees to pay to the order of FORT STREET EQUITY, a corporation whose
address is 866 George Town, Grand Cayman Islands ("Holder"), the principal sum
of THRITY THOUSAND ONE HUNDRED AND TWENTY DOLLARS (US $30,120.00) US Dollars
plus interest as set forth below. The outstanding principal amounts of this Note
shall be payable in full, together with accrued interest thereon on December 31,
2009 (the "Maturity Date"). Interest on the outstanding principal amount of this
Note shall accrue, in arrears, at the rate per annum equal to the five percent
(5%), calculated on the basis of a year three hundred and sixty (360) days.
Accrued interest shall be paid bi-annually and on the Maturity Date. In lieu of
paying the accrued interest in cash, at the option of the Maker, other than the
amount of interest due on the maturity date or upon the acceleration of this
note, the accrued interest shall be capitalized and added to the outstanding
principal amount of this Note.
Maker hereby waves presentment, demand, notice, protest, the benefit of any
homestead exemption law of any state and all other formalities in connection
with the delivery, acceptance, performance or enforcement of this Note. Any
failure by Holder to exercise any right hereunder shall not be construed as a
waiver or the right to exercise the same or any other right at any other time or
times. The waiver by Holder of a breach or default of any provision of this Note
shall not operate or be construed as a waiver of any subsequent breach or
default thereof.
If Maker fails to make payments required hereunder on December 31, 2009 and such
failure to pay continues for a fifteen (15) day period after the payment is due,
it shall constitute a default under this Note. If payment in full is not made on
such date, interest shall accrue at the rate of 7% per annum.
Upon the occurrence or any default under this Note, Holder shall provide written
notice to Maker of such default. If Maker fails to cure such default within ten
(10) days after receipt of Holder's notice, the entire balance of this Note
shall be immediately due and payable.
This Note shall be binding upon, and inure to the benefit of Maker, Holder and
their respective successors and assigns.
This Note may not be transferred, sold, pledged, hypothecated or assigned by the
Holder nor may the Holder grant a security interest in this Note to any of its
Lenders or other third parties, without the prior written consent of the Maker,
which consent may be granted or withheld by the Maker in the Maker's sole
discretion.
Notwithstanding anything to the contrary and forth hereto, this Note shall be
not to be recourse to the Maker.
This Note shall be construed and governed by the laws of the State of
Queensland, Australia. The provisions of this Note are severable and the
invalidity or unenforceability of any provision shall not alter or impair
the remaining provisions of this Note.
BY: /s/ Mitchell Stough BY: /s/ Mark Poulsen
----------------------------- -------------------------------
FORT STREET EQUITY Mark Poulsen
FIT FOR BUSINESS INTERNATIONAL Inc.
WITNESS:
Address: