Exhibit 10.3
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED HEREIN.
PROMISSORY NOTE
US $15,000 February 22, 2006
FOR VALUE RECEIVED, the undersigned, Allmarine Consultants Corporation,
which has a business address of 8601 RR 2222, Bldg. 1 Ste. 210, Austin, Texas
78730 ("Maker"), hereby promises to pay to the order of David M. Loev, Attorney
at Law, an individual, whose address is 2777 Allen Parkway, Suite 1000, Houston,
Texas, 77019 ("Payee"), the principal sum of Fifteen Thousand Dollars ($15,000),
in lawful money in United States of America, which shall be legal tender,
bearing interest and payable as provided herein. This Promissory Note has an
effective date of May 13, 2005, and represents the remaining indebtedness which
Maker owes to Payee, which indebtedness originally totaled $25,000 as of May 13,
2005, and which $10,000 has since been paid to Payee previously.
Interest on the unpaid balance of this Note shall bear no interest. All
past-due principal and interest shall bear interest at the rate of 7% per annum,
payable monthly in arrears. Interest will be computed on the basis of a 360-day
year.
The principal amount of this Note shall be due and payable upon Maker
reaching certain fund raising goals (which amounts are to be calculated as of
the date of the Maker's incorporation, May 24, 2005) as follows (collectively
the "Goals"):
o $5,000 upon the Maker raising a total of $50,000;
o $5,000 upon the Maker raising a total of $75,000; and
o $5,000 upon the Maker raising a total of $100,000.
Amounts due under this Note shall be received by Payee within five (5)
business days of the Maker reaching each respective Goal.
Regardless of whether the Goals are met by Maker, all unpaid principal and
interest outstanding under this Note shall be due and payable by Maker on May
13, 2006.
This Note may be prepaid in whole or in part, at any time and from time to
time, without premium or penalty.
If any payment of principal or interest on this Note shall become due on a
Saturday, Sunday or any other day on which national banks are not open for
business, such payment shall be made on the next succeeding business day.
This Note shall be binding upon and inure to the benefit of the Payee named
herein and Payee's respective successors and assigns. Each holder of this Note,
by accepting the same, agrees to and shall be bound by all of the provisions of
this Note. Payee may assign this Note or any of its rights, interests or
obligations to this Note without the prior written approval of Maker.
No provision of this Note shall alter or impair the obligation of Maker to
pay the principal of and interest on this Note at the times, places and rates,
and in the coin or currency, herein prescribed.
Notwithstanding anything to the contrary in this Note or any other
agreement entered into in connection herewith, whether now existing or hereafter
arising and whether written or oral, it is agreed that the aggregate of all
interest and any other charges constituting interest, or adjudicated as
constituting interest, and contracted for, chargeable or receivable under this
Note or otherwise in connection with this loan transaction, shall under no
circumstances exceed the Maximum Rate.
In the event the maturity of this Note is accelerated by reason of an Event
of Default under this Note, any other agreement entered into in connection
herewith or therewith, or by voluntary prepayment by Maker or otherwise, then
earned interest may never include more than the Maximum Rate, computed from the
dates of each advance of the loan proceeds outstanding until payment. If from
any circumstance any holder of this Note shall ever receive interest or any
other charges constituting interest, or adjudicated as constituting interest,
the amount, if any, which would exceed the Maximum Rate shall be applied to the
reduction of the principal amount owing on this Note, and not to the payment of
interest; or if such excessive interest exceeds the unpaid balance of principal
hereof, the amount of such excessive interest that exceeds the unpaid balance of
principal hereof shall be refunded to Maker. In determining whether or not the
interest paid or payable exceeds the Maximum Rate, to the extent permitted by
applicable law (i) any nonprincipal payment shall be characterized as an
expense, fee or premium rather than as interest; and (ii) all interest at any
time contracted for, charged, received or preserved in connection herewith shall
be amortized, prorated, allocated and spread in equal parts during the period of
the full stated term of this Note. The term "Maximum Rate" shall mean the
maximum rate of interest allowed by applicable federal or state law.
Except as provided herein, Maker and any sureties, guarantors and endorsers
of this Note jointly and severally waive demand, presentment, notice of
nonpayment or dishonor, notice of intent to accelerate, notice of acceleration,
diligence in collecting, grace, notice and protest, and consent to all
extensions without notice for any period or periods of time and partial
payments, before or after maturity, without prejudice to the holder. The holder
shall similarly have the right to deal in any way, at any time, with one or more
of the foregoing parties without notice to any other party, and to grant any
such party any extensions of time for payment of any of said indebtedness, or to
grant any other indulgences or forbearance whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder. If any efforts are made to collect or enforce this Note or any
installment due hereunder, the undersigned agrees to pay all collection costs
and fees, including reasonable attorney's fees.
This Note shall be construed and enforced under and in accordance with the
laws of the State of Texas.
IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and
year first above written.
ALLMARINE CONSULTANTS CORPORATION
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/s/ Michael Chavez
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Michael Chavez
Chief Executive Officer and President