EXHIBIT 10.1
SECURED PROMISSORY NOTE
(SECURED BY A SECURITY AGREEMENT)
(HEREINAFTER "NOTE")
Up To Two Hundred Fifty Thousand Dollars Encino, California
(up to $250,000) April 2, 2007
For value received, the undersigned maker/borrower, namely PROGRESSIVE
TRAINING, INC., a Delaware corporation (hereinafter "BORROWER"), hereby promises
to pay to XXXXX XXXXX, an individual (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 not to
exceed Two Hundred Fifty Thousand Dollars ($250,000), with interest thereon from
April 2, 2007, on the outstanding principal balance, as such may change from
time to time.
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
on any of the principal balance hereof which remains 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, 2008.
Principal and interest are payable in lawful money of the United States
of America.
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.
BORROWER 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. BORROWER 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 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.
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Should BORROWER default on any payment due pursuant this NOTE or
defaults or breaches any of the agreements, promises, covenants, conditions,
duties or obligations under this NOTE or contained in the Security Agreement
executed in conjunction herewith, then the entire sum of unpaid principal and
interest shall become immediately due and payable to HOLDER, without any notice
to BORROWER by HOLDER. Any failure of HOLDER to exercise its right to accelerate
repayment of this NOTE shall not constitute a waiver of the right to exercise it
in the future or in the event of any subsequent default or breach.
Whether or not legal proceedings are instituted to enforce any of the
HOLDER's rights under this NOTE, BORROWER shall be responsible for and pay all
reasonable costs, including attorney's fees, incurred by HOLDER with regard to
enforcement of its rights under this NOTE or collection of the sums due HOLDER
under the NOTE.
This NOTE shall be governed by, and construed in accordance with, the
laws of the State of California.
This NOTE is secured by a Security Agreement, dated April 2, 2007,
executed by XXXXXXXX in favor of XXXXXX and is given as security for the
repayment of the loan represented by this NOTE.
Executed this 2nd day of April, 2007, in the city of Los Angeles
(Encino), County of Los Angeles, State of California.
"BORROWER":
PROGRESSIVE TRAINING, INC.
A Delaware corporation
/S/ X. XXXXXXX XXXXXXXX
--------------------------------------------
X. XXXXXXX XXXXXXXX, Secretary and Director
Notwithstanding any terms, conditions, covenants, representations or warranties
contained in the NOTE, HOLDER acknowledges and confirms that HOLDER is obligated
hereunder to provide up to Two Hundred Fifty ($250,000) to cover any of
XXXXXXXX's financial shortfalls through December 31, 2008.
Acknowledged, confirmed and agreed by XXXXXX,
/S/ XXXXX XXXXX
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XXXXX XXXXX
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