EXHIBIT 10.7
UNSECURED DEMAND PROMISSORY NOTE IN FAVOR OF
XXXXXXXX X. XXXXXX DATED MAY 31, 2006
UNSECURED DEMAND PROMISSORY NOTE
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT
MADE BY XXXXXXXX X. XXXXXX IN FAVOR OF NORTH FORK BANK DATED JUNE 2, 2006.
$910,000 Date: May 31, 2006
FOR VALUE RECEIVED, the undersigned, SEAENA, INC., a Nevada corporation
("MAKER"), promises to pay to XXXXXXXX X. XXXXXX ("HOLDER"), at such place or
places as may from time to time be designated by Xxxxxx, the principal sum of
Nine Hundred Ten Thousand Dollars ($910,000). This Note evidences a loan (the
"LOAN") from Holder to Maker. This Loan will bear interest as set forth below.
The outstanding principal balance of this Note and all accrued and
unpaid interest thereon shall be due and payable in full upon demand of Holder.
Interest at the rate of ten percent (10%) per annum will be due and payable upon
any payment of principal of this Note.
All payments hereunder shall be made in immediately available funds and
be credited first to accrued interest and next to reducing the balance of the
principal. Any and all payments hereunder shall be payable in lawful money of
the United States which shall be legal tender in payment of all debts at the
time of payment.
This Note is governed by the laws of the State of Nevada, without
regard to the choice of law rules of that State.
If Holder delays in exercising or fails to exercise any of its rights
under this Note, that delay or failure shall not constitute a waiver of any of
Holder's rights, or of any breach, default or failure of condition of or under
this Note. No waiver by Holder of any of its rights, or of any such breach,
default or failure of conditions shall be effective, unless the waiver is
expressly stated in a writing signed by Xxxxxx. All of Xxxxxx's remedies in
connection with this Note or under applicable law shall be cumulative, and
Xxxxxx's exercise of any one or more of those remedies shall not contitute an
election of remedies.
This Note inures to and binds the heirs, legal representatives,
successors and assigns of Holder and Maker; PROVIDED, HOWEVER, that Maker may
not assign this Note or assign or delegate any of its rights or obligations.
If any action is taken by Holder (whether by Court proceeding or
otherwise) to enforce payment of this Note, the undersigned promises to pay to
Holder any and all costs of such action, including all reasonable attorneys'
fees and costs incurred therein.
"MAKER"
Seaena, Inc., a Nevada corporation
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx XxXxxxxxx, Executive Vice President
#492524 v1 - SEAENA Xxxxxx Note
