EXHIBIT 3.5
Promissory Note
PROMISSORY NOTE
Borrower: Sew Cal Logo, Inc. Xxxxxx: Xxxxxxx & Xxxx Xxxxxx
000 Xxxx 000xx Xx. 000 Xxxxxx Xxxxxxx
Xxx Xxxxxxx, XX 00000 Xxx Xxxxxxxx, XX 00000
Effective Date: March 1, 2004 Due Date: March 1, 2005
Amount: $355,384.30 Interest Rate: 10% Fixed Rate - Simple Interest
SEW CAL LOGO, INC., referred to herein as "BORROWER", agrees to pay to the order
of XXXXXXX and XXXX XXXXXX, referred to herein as "LENDER", the sum of
$355,384.30 (THREE HUNDRED FIFTY-FIVE THOUSAND THREE HUNDRED EIGHTY FOUR AND
THIRTY/ONE HUNDRED DOLLARS) at Los Angeles, California on March 1, 2004, with an
interest thereon at a rate of 10% per annum- Fixed Rate calculated as simple
interest, beginning March 1, 2004.
This note is payable in U.S. Dollars and is collateralized by the assets of the
company, including but not limited to: any and all equipment owned by the
company, inventory, and outstanding receivables. This note shall be subordinated
by any balance due on unpaid notes, including any provisions therein, to United
Commercial Bank, 000 X. Xxx Xxxxxx Xxx., Xxxxx 000, Xxxxxxxx, XX 00000. Upon
payment in full of said notes to United Commercial Bank, all accrued interest
and the principal amount shall become due and payable immediately upon demand,
regardless of maturity date.
This note may be extended at the same interest rate upon agreement of both the
BORROWER and the LENDER. Any such extension will be in keeping with the exact
maturity dates of notes with United Commercial Bank and any extensions or
revisions granted on their behalf with all subordination remaining in full force
until such notes are satisfied in full.
Should BORROWER default for any reason, XXXXXXXX agrees to pay any reasonable
legal fees for any and all services of an attorney, whether in or out of court,
and for appeal and post judgement legal services, incurred in collecting this
debt.
Sew Cal Logo, Inc.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, its President
