Exhibit
10.1
NON-INTEREST BEARING PROMISSORY NOTE AND
ASSIGNMENT OF EQUITY
US$250,000.00
Boise,
Idaho
October 1, 2007
FOR VALUE RECEIVED, THE UNDERSIGNED, Global
Techiques, a duly formed and registered corporation domiciled in
Cairo, Egypt and doing business as PCS Middle East, and PCS
Middle East Company, a registered Saudi Arabian corporation
(collectively, “ Borrowers ”), and
Borrowers’ principal owner, Mohamed Yasser Refai
(“ Owner ”), jointly and severally promise to
pay to the order of PCS Edventures!.com, Inc., an Idaho U.S.
corporation, its successors and assigns (“ Lender
”), the principal sum of Two Hundred Fifty Thousand
Dollars (US$250,000.00), together with all other sums due
hereunder or under the terms of the Assignment of Equity made by
Owner for the benefit of Lender pursuant to paragraph 2 below
(the “ Assignment of Equity ”) (which may be
collectively referenced in this Note as the “
Obligations ”), in lawful money of the United
States of America. The Obligations shall be payable at the
office of Lender at 345 Bobwhite Court, Suite 200, Boise, Idaho
83706 or at such other address either within or without the
State of Idaho, as Lender hereof may from time to time
designate. The Obligations shall be paid at the times and
in the manner set forth below.
1. Maturity : The unpaid principal balance
of this Note, if not sooner paid, shall be due and payable in full
on December 31, 2007 (the “ Maturity Date ”);
provided, however, that Borrowers may extend the Maturity Date
under the following circumstances: If and only if Borrowers
provide Lender, on or before December 31, 2007, with documentation
satisfactory to Lender that the Saudi Ministry of Education and
PCS Middle East, the Saudi Arabian company (“ Saudi
Company ”), have entered into a binding and enforceable
contract for the project as defined by the attached letter
from the Chief of the Office of the Prime Minister to the
Minister of Education (“ MOE ”), then Borrowers
may extend the Maturity Date to the earlier of (i) January 31, 2008
or (ii) three (3) business days following the MOE’s release
of funding pursuant to such contract.
2. Assignment of Equity : Upon execution and
delivery of this Note by Borrowers, Owner shall transfer, and
by executing and delivering this Note Owner does hereby sell,
transfer and convey, to Lender beneficial ownership of
twenty-five percent (25%) of the stock or other equity interest the
Saudi Company. Contingent upon full payment of the principal
balance of this Note on or before the Maturity Date, Owner shall be
entitled to redeem this equity interest in the Saudi Company by
paying Lender US$6250.00 simultaneously with full payment of this
Note. However, this redemption right shall terminate and be
extinguished automatically upon default of any of the
Obligations under this Note, including (without limitation, failure
to pay this Note in full on or before the Maturity Date or any
other Event of Default under paragraph 7 of this Note).
3. Application of Repayments : All
payments made on this Note shall be applied first to the
reduction of the outstanding principal balance of this Note and
then the balance, if any, to the redemption of the equity
interest in the Saudi Company
4. Prepayment : Borrower shall have the
right to prepay all or any part of the Obligations at any time.
5. Representations, Warranties and Covenants :
Borrowers and Owners jointly and severally
represent and warrant to Lender and covenant with Lender as
follows:
5.1 Owner is the record and beneficial owner and
holder of all of the authorized, issued and outstanding stock or
other equity interest in the Saudi Company, free and clear of
all encumbrances. No person or entity other than Owner has
any ownership or equity interest (including options or other
rights) in the Saudi Company. No legend or other reference to
any purported encumbrance appears upon any certificate
representing the equity interest in the Saudi Company
transferred to Lender in accordance with paragraph 2 above.
All of the outstanding equity interests in the Saudi
Company have been duly authorized and validly issued and are
fully paid and nonassessable.
5.2 Each of the Borrowers is duly organized,
validly existing and in good standing under the laws of its
domicile, with full corporate power and authority to conduct its
business as it is now being conducted, to own or use the
properties and assets that it purports to own or use, and to
perform all obligations under its contracts. In
particular, but without limitation, the Saudi Company is
duly organized, validly existing and in good standing under the
laws of Saudi Arabia. Each of the Borrowers is duly
qualified to do business as a foreign corporation and in good
standing under the laws of each jurisdiction in which either the
ownership or use of the properties owned or used by it, or the
nature of the activities conducted by it, requires such
qualification. Seller owns one hundred percent (100%) of
the issued and outstanding shares of Company Stock. No
person or entity other than Seller has any ownership or equity
interest (including options or other rights) in the Company.
5.3 The execution and delivery of this Note, the
consummation of the transactions contemplated hereby (including,
without limitation, Owner’s transfer to Lender of the
equity interest in the Saudi Company as provided in paragraph 2
above) and the performance by Borrower and Owner of their
Obligations hereunder and the compliance by Borrowers and Owner
with this Note do not (i) violate, contravene or breach,
or constitute a default under, the organizational or other
governance documents articles of either of the Borrowers;
or (ii) violate, contravene or breach, or constitute a default
under any order, judgment, contract or commitment to which Owner
or either Borrower or any property thereof is subject, is bound
or has made.
5.4 This Note constitutes the legal, valid and
binding obligation of Owner and each of the Borrowers,
enforceable against each of them in accordance with its terms.
Each of the Owner and the Borrowers has have the absol
