NOTE
U.S. $10,000.00 May 24, 2007
FOR VALUE RECEIVED, the undersigned, AMASYS Corporation, a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Private
Capital Group, LLC (the "Lender"), upon demand, the principal sum of U.S. Ten
Thousand Dollars ($10,000.00), which constitutes the aggregate principal amount
of the Advance (defined below) made by the Lender to the Borrower and
outstanding on the date hereof.
The Borrower promises to pay interest on the unpaid principal amount of the
Advance from the date of such Advance until such principal amount is paid in
full, at the rate of 10% per annum (WSJ Prime + 1.75%). Additionally, Borrower
promises to Xxxxx to Lender 1,000,000 shares of restricted common stock and to
issue a Warrant to Lender for an additional 1,000,000 shares of restricted
common stock at an exercise price of $0.01per share as inducement to Lender to
make the loan.
Both principal and interest are payable in lawful money of the United States
of America to the Lender, on or before December 31, 2007, at Two Grand Central
Tower, 000 X. 00xx Xxxxxx, Xxxxx 00X
Xxx Xxxx, XX 00000, or such other address as the holder hereof may designate
in writing, in same day funds, without defense, offset or counterclaim.
Borrower acknowledges the receipt of the amount of $10,000, which amount was
loaned as of May 24, 2007 (the "Advance").
The Borrower shall pay all reasonable costs, fees and expenses (including
court costs and reasonable attorneys' fees) incurred by the Lender in
collecting or attempting to collect any amount that becomes due hereunder or in
seeking legal advice with respect to such collection or a default hereunder.
This Note may be prepaid at any time without penalty.
The Borrower, and every guarantor and endorser hereof, hereby waive
presentment, demand, notice of dishonor, protest and all other demands and
notices in connection with the delivery, acceptance, performance and
enforcement of this Note.
This Note shall be governed by and construed in accordance with the laws of
the Commonwealth of Virginia, without reference to conflict of laws principles.
THE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH
RESPECT TO THIS NOTE OR THE ENFORCEMENT OR COLLECTION HEREOF.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized representative as of the day and year first above written.
AMASYS Corporation
By: _/S/ XXXXX XXXXXX___
X. Xxxxx Xxxxxx
Corporate Secretary
