UNSECURED PROMISSORY NOTE
$200,000.00
April
__,
2008
FOR
VALUE
RECEIVED, the undersigned, ACTIGA CORPORATION, a Nevada corporation (together
with its successors and assigns, the "Borrower"), hereby promises to pay to
the
order of lender, a _______ corporation (together with its successors and
assigns, the "Lender"), at the Lender's offices at _______ (or such other place
as the Lender may designate in writing to the Borrower), the aggregate principal
sum of two hundred thousand ($200,000.00), with interest, upon the terms and
subject to the conditions of this unsecured promissory note (the "Note") as
set
forth below. The Lender and Borrower collectively shall be referred to as the
“Parties.”
1.
PAYMENT
AND PREPAYMENT.
(a)
REPAYMENT OF PRINCIPAL. The Borrower shall repay the principal amount of this
Note in one lump sum on the earlier of (i) the first anniversary of the date
hereof (the “Maturity Date”) or (ii) an Event of Default (as defined
hereinafter).
(b)
PAYMENT OF INTEREST. The unpaid principal amount of this Note shall accrue
interest (computed on the basis of a 365-day year) at the rate of fifteen
percent (15%) per annum. Borrower shall repay the interest owed at the time
of
the Maturity Date. The interest owed at the time of the Maturity Date will
be
thirty-seven thousand five-hundred dollars ($30,000).
(c)
ADDITIONAL INTEREST. If payment of any amount due under this Note shall be
overdue, such overdue amount shall continue to bear interest from and after
the
Maturity Date, to and including the date when paid in full.
(d)
PREPAYMENT. Any amounts due under this Note may be prepaid in full. If Borrower
prepays the full principal amount owed, Borrower shall be subject to a
prepayment premium. The prepayment premium shall be the immediate payment of
the
full interest owed for the one-year term, thirty-seven thousand five-hundred
dollars ($30,000).
(e)
MANNER OF PAYMENT AND PREPAYMENT. Payments and prepayments under this Note
shall
be applied first to interest accrued but unpaid and then to principal. If the
due date of any required payment under this Note is not a "business day" (for
this purpose, any day other than a Saturday, Sunday or legal holiday, such
required payment shall be due and payable on the immediately succeeding business
day.
2.
EVENTS
OF DEFAULT.
The
occurrence and continuation of any one or more of the following events shall
constitute an event of default under this Note ("Event of
Default"):
(a)
PAYMENT DEFAULT. The Borrower shall fail to make any required payment of
principal of or interest on this Note.
(b)
BANKRUPTCY DEFAULT. The Borrower shall (i) commence any case, proceeding or
other action relating to seeking to have an order for relief entered with
respect to it or its debts, or seeking reorganization, liquidation, dissolution,
or other such relief with respect to it or its debts, or seeking appointment
of
a receiver or other similar official (each of the foregoing, a "Bankruptcy
Action"); (ii) become the debtor named in any Bankruptcy Action which results
in
the entry of an order for relief or any such adjudication or appointment
described in the immediately preceding clause (i); or (iii) make a general
assignment for the benefit of its creditors.
In
each
and every Event of Default under clause (a) or (b) of this Section 2, the Lender
may, without limiting any other rights it may have at law or in equity, by
written notice to the Borrower, declare the unpaid principal of and interest
on
this Note due and payable, whereupon the same shall be immediately due and
payable, without presentment, demand, protest or other notice of any kind,
all
of which the Borrower hereby expressly waives, and the Lender may proceed to
enforce payment of such principal and interest or any part thereof in such
manner as it may elect in its discretion. In each and every Event of Default,
the unpaid principal of and interest on this Note shall be immediately due
and
payable without presentment, demand, protest or notice of any kind, all of
which
the Borrower hereby expressly waives, and the Lender may proceed to enforce
payment of such principal and interest or any part thereof in such manner as
it
may elect in its discretion.
3.
NOTICES.
All
notices, requests, demands or communications required or permitted under this
Note shall be given in writing to the Parties at their addresses as set forth
at
the beginning of this Note.
4.
WAIVERS;
RIGHTS AND REMEDIES.
(a)
WAIVERS. No delay on the part of the Lender in exercising any right, power
or
privilege under this Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
the simultaneous or later exercise of any other right, power or privilege
hereunder. The Borrower hereby waives to the extent not prohibited by applicable
law any requirement of diligence or promptness on the part of the Lender to
enforce its rights under this Note.
(b)
RIGHTS AND REMEDIES. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Lender may
otherwise have.
5.
AMENDMENT.
No
amendment or other modification of this Note may be made without the written
consent of both Parties.
6.
GOVERNING
LAW.
This
Note shall be governed by and construed in accordance with the laws of
California, and both Parties agree that any dispute related to this Note shall
be heard in the courts of Riverside County, California.
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BORROWER:
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ACTIGA
CORPORATION
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/S/
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(NAME)
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(Title)
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LENDER:
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/S/
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(NAME)
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(Title)
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