EXHIBIT 10.3
UNSECURED PROMISSORY NOTE
(THE "NOTE")
Up To One Hundred Thousand Dollars Encino, California
($100,000) February 16, 2005
For value received, the undersigned maker/borrower, namely FUTURA
PICTURES, INC. (hereinafter "BORROWER") hereby promises to pay to XXXXX XXXXX
(hereinafter "HOLDER"), at 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxx, Xxxxxxxxxx
00000, or at such other place as may be designated in writing by the HOLDER of
this NOTE, the principal sum of up to One Hundred Thousand Dollars ($100,000),
with interest thereon from February 16, 2005 on the outstanding principal
balance at the rate described below, which principal and interest shall be
payable no later than December 31, 2006.
The principal amount hereof, as adjusted from time to time, shall bear
interest at the rate of eight percent (8%) per annum. Interest hereunder shall
be calculated on the basis of a three hundred sixty (360) day year for each day,
ll or any of the principal balance hereof shall remain outstanding. Interest
shall be paid in arrears. Prepayment of interest or principal, in whole or in
part, may be made without penalty or forfeiture.
This Note shall be due and payable in full on December 31, 2006.
HOLDER hereby waives diligence, demand, presentment for payment, and notice of
whatever kind of nature. Without discharging or in any way affecting the
liability of the undersigned, the undersigned hereby consents to any and all
extensions of this NOTE. XXXXXX further waives exhaustion of legal remedies and
the right to plead any and all statutes of limitation as a defense to any demand
on this NOTE, or to any agreement to pay the same.
If any provision of this AMENDED NOTE is held to be invalid or
unenforceable by a court of competent jurisdiction, the other provisions of this
NOTE shall remain in full force.
Any interest rate provided hereunder which exceeds the maximum rate
provided by applicable law shall instead be deemed to be such maximum rate and
any interest in excess of such maximum rate paid to HOLDER shall be applied to
reduce the principal balance of this Note so that in no event shall HOLDER
receive or be entitled to receive interest in excess of the maximum amount
permitted by applicable law.
The provisions and covenants contained herein shall inure to and be
binding upon the heirs, successors and assigns of the parties hereto. XXXXXX may
assign this NOTE and MAKER will make payment to such assignee upon notice of
such assignment. HOLDER shall thereafter be
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forever relieved and fully discharged from any and all liability or
responsibility to MAKER, but HOLDER shall retain all rights and powers hereby
given with respect to property not so transferred.
This NOTE shall be governed by, and construed in accordance with, the
laws of the State of California.
HOLDER and MAKER shall execute such further documents, and take such
further actions, as may reasonably be required to carry out the provisions of
this AMENDED NOTE or any agreement or document relating hereto or entered into
in connection herewith.
This NOTE may be amended or modified only by an instrument in writing
which by its express terms refers to this Note and which is duly executed by the
parties sought to be bound thereby.
Any failure by HOLDER to insist upon the strict performance by MAKER of
any of the covenants, agreements, obligations or conditions hereof shall not be
deemed to be a waiver of any such covenants, agreements, obligations or
conditions, and HOLDER, notwithstanding any such failure, shall have the right
thereafter to insist upon the strict performance by Maker of any and all of such
covenants, agreements, obligations and conditions.
In the event that this NOTE is placed in the hands of an attorney at
law for collection upon default or in the event that proceedings at law or in
equity are instituted in connection herewith, or in the event that this NOTE is
placed in the hands of an attorney at law to enforce any of the rights or
agreements contained herein, the undersigned shall pay all costs of collecting
or attempting to collect this NOTE or protecting or enforcing such rights
including, without limitation, reasonable attorneys fees.
IN WITNESS WHEREOF, the undersigned has executed this Promissory Note
as of the date first herein above written.
Maker:
FUTURA PICTURES, INC., a Delaware corporation
By: /S/ X. XXXXXXX XXXXXXXX
---------------------------------
X. XXXXXXX XXXXXXXX, Secretary
Notwithstanding any terms, conditions, covenants, representations or warranties
contained in the NOTE, HOLDER acknowledges and confirms that HOLDER shall
provide up to One Hundred Dollars ($100,000) to cover any of MAKER's financial
shortfalls through December 31, 2006.
Acknowledged, confirmed and agreed by XXXXXX,
/S/ XXXXX XXXXX
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XXXXX XXXXX
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