Exhibit
4.2
BRIDGE LOAN AGREEMENT
THIS BRIDGE LOAN AGREEMENT ("
Loan Agreement ") is dated as of November 3, 2006, by and
between Elite FX, Inc., a Florida corporation, having an office at
140 NE 4th Avenue, Suite C Delray Beach, FL 33483 (" Elite
"), and Vector Ventures Corp., a Nevada corporation, having an
office at Analipseos 30 Apt. #25, 52236 Panorama, Thessaloniki,
Greece (" Vector ").
W I T N E S S E T H
WHEREAS, Elite wishes to induce
Vector to loan to Elite, and Vector is willing to loan to Elite,
subject to the terms and conditions set forth herein, Two Hundred
and Fifty thousand (US$ 250,000) United States Dollars.
NOW, THEREFORE, for and in
consideration of the premises and the mutual agreement contained
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. LOAN
. Subject to the terms and conditions set forth herein, Vector
shall loan to Elite Two Hundred and Fifty Thousand (US$ 250,000)
United States Dollars (the " Loan ") in one installment, by
delivery of such amount to Elite in U.S. funds by wire transfer to
an account designated by Elite.
2. NOTE
. The terms of the Loan shall be set forth in and evidenced by a
Secured Promissory Note in substantially the form attached hereto
as Exhibit A in the aggregate amount of Two Hundred and Fifty
Thousand (US$ 250,000) United States Dollars, payable to the order
of Vector or its assignees (the " Note ").
3. MUTUAL
DELIVERIES .
(a)
Upon the delivery by Vector of the loan proceeds as provided in
Section 1 above, Elite shall deliver to Vector the Note.
(b)
Elite shall also deliver, or cause to be delivered, the original or
execution copies of the following instruments and agreements duly
executed by all parties thereto other than Vector (together with
the Note - the "Related Agreements"):
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this Agreement;
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the promissory note in the Form
annexed as Exhibit "A";
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the Security Agreement in the Form
annexed as Exhibit "B"; and
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the opinion of counsel in the form
annexed hereto as Exhibit "C".
4.
REPRESENTATIONS AND WARRANTIES OF ELITE . Elite represents
and warrants to Vector that:
(a)
Elite has the corporate power and authority to enter into this Loan
Agreement and the Related Agreements and to perform its obligations
hereunder and thereunder. The execution and delivery by Elite of
this Loan Agreement and the Related Agreements and the consummation
by Elite of the transactions contemplated hereby and thereby have
been duly authorized by all necessary corporate action on the part
of Elite. This Loan Agreement and the Related Agreements have been
duly executed and delivered by Elite and constitute valid and
binding obligations of Elite enforceable against it in accordance
with their respective terms, subject to the effects of any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and to the
application of equitable principles in any proceeding (legal or
equitable).
(b)
The execution, delivery and performance by Elite of this Loan
Agreement and the Related Agreements and the consummation of the
transactions contemplated hereby and thereby do not and will not
breach or constitute a default under any applicable law or
regulation or of any agreement, judgment, order, decree or other
instrument binding on Elite which breach or default could
reasonably be expected to have a material adverse effect on
Elite.
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(c)
Elite is in material compliance with all applicable laws,
regulations, judgments, decrees and orders material to the conduct
of its business.
(d)
There is no pending, or to the knowledge of Elite, threatened,
judicial, administrative or arbitral action, claim, suit,
proceeding or investigation which might affect the validity or
enforceability of this Loan Agreement or the Related Agreements or
which involves Elite and which if adversely determined, could
reasonably be expected to have a material adverse effect on
Elite.
(e)
No consent or approval of, or exemption by, or filing with, any
party or governmental or public body or authority is required in
connection with the execution, delivery and performance under this
Loan Agreement or the Related Agreements or the taking of any
action contemplated hereunder or thereunder.
(f)
Elite has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of
its formation. Elite is duly qualified and licensed and in good
standing as a corporation in each jurisdiction in which its current
ownership or leasing of any properties or its ownership or leasing
of any properties or the character of its operations as currently
conducted requires such qualification or licensing, except where
the failure to be so qualified would not have a material adverse
effect on Elite. Elite has all power and authority, and has
obtained all necessary authorizations, approvals, orders, licenses,
certificates, franchises and permits of and from all governmental
or regulatory officials and bodies necessary to own or lease its
properties and conduct its business other than those
authorizations, approvals and such other documents the lack of
which could not reasonably be expected to have a material adverse
effect on Elite.
(g)
The execution, delivery and performance of this Agreement by Elite
and the Related Agreements to be delivered hereunder and the
consummation of the transactions contemplated hereby and thereby
will not: (i) violate any provision of Elite's corporate formation
documents, (ii) violate, conflict with or result in the material
breach of any of the terms of, result in a material modification of
the effect of, or otherwise give any other contracting party the
right to terminate, or constitute (or with notice or lapse of time
or both constitute) a default under, any contract or other
agreement to which Elite is a party or by or to which Elite or any
of Elite's assets or properties may be bound or subject, (iii)
violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body by which
Elite, or the assets or properties of Elite are bound, (iv) to
Elite's knowledge, violate any statute, law or
regulation.
(h)
There has been no material change in the capitalization, assets, or
liabilities of Elite since the issuance of the financial
statements, for the period ending September 30, 2006, delivered to
Vector.
5.
REPRESENTATIONS AND WARRANTIES OF VECTOR . Vector hereby
represents and warrants to Elite that:
(a)
Vector has the corporate power and authority to enter into this
Loan Agreement and the Related Agreements and to perform its
obligations hereunder and thereunder. The execution and delivery by
Vector of this Loan Agreement and the Related Agreements and the
consummation by Vector of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action
on the part of Vector. This Loan Agreement and the Related
Agreements have been duly executed and delivered by Vector and
constitute valid and binding obligations of Vector, enforceable
against it in accordance with their respective terms, subject to
the effects of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally and to the application of equitable principles in
any proceeding (legal or equitable).
(b)
The execution, delivery and performance by Vector of this Loan
Agreement and the Related Agreements and the consummation of the
transactions contemplated hereby and thereby do not and will not
breach or constitute a default under any applicable law or
regulation or of any agreement, judgment, order, decree or other
instrument binding on Vector.
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(c)
There is no pending, or to the knowledge of Vector, threatened,
judicial, administrative or arbitral action, claim, suit,
proceeding or investigation which might affect the validity or
enforceability of this Loan Agreement or the Related
Agreements.
(d)
No consent or approval of, or exemption by, or filing with, any
party of governmental or public body or authority is required in
connection with the execution, delivery and performance under this
Loan Agreement or the Related Agreements or the taking of any
action contemplated hereunder or thereunder.
6.
COVENANTS OF ELITE . Elite covenants and agrees that, so
long as the Note shall be outstanding, except as otherwise required
under the Related Agreements, Elite shall:
(a)
Promptly pay and discharge all lawful taxes, assessments and
governmental charges or levies imposed upon it or upon its income
and profits, or upon any of its property, before the same shall
become in default as well as all lawful material claims for labor,
materials and supplies which, if unpaid, might become a lien or
charge upon such properties or any part thereof; provided, however,
that it shall not be required to pay and discharge any such tax,
assessment, charge, levy or claim so long as the validity thereof
shall be contested in good faith by appropriate proceedings, and
Elite shall set aside on its books adequate reserves with respect
to any such tax, assessment, charge, levy or claim so
contested.
(b)
Pay, or cause to be paid, all material debts and perform, or cause
to be performed, all material obligations promptly and in
accordance with the respective terms thereof.
(c)
Implement and maintain a standard system of accounting in
accordance with generally accepted accounting principles ("
GAAP ").
(d)
Provide to Vector the following:
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as soon as available after the end
of each fiscal year of Elite, a consolidated balance sheet of Elite
as at the end of that fiscal year and the related statement of
earnings, stockholders' equity and changes in financial position of
Elite for such fiscal year, in accordance with GAAP and audited by
independent certified public accountants of recognized standing;
and
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as soon as available and in any
event within ninety (90) days after the end of each of the first
three quarters of each fiscal year (commencing the quarter ending
September 30, 2006), an unaudited consolidated balance sheet of
Elite as of the end of that quarter, and the related unaudited
statement of earnings of Elite for the period from the beginning of
that fiscal year to the end of that quarter, certified by the
principal financial officer of Elite as having been prepared in
accordance with GAAP, subject to normal year-end
adjustments.
(e)
Do, or cause to be done, all things that may be necessary
to:
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maintain its due organization, valid
existence and good standing under the laws of its state of
formation;
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preserve and keep in full force and
effect all qualifications, registrations and licenses in those
jurisdictions in which the failure to do so could or would have a
material adverse effect;
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maintain its power or authority to
carry on its business as now conducted; and
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use its best efforts to keep
available the services of its key present employees and agents and
maintain its current relations with suppliers, customers,
distributors and joint venture partners (subject to the business
judgment of executive management).
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(f)
At all times maintain, preserve, protect and keep material property
used and useful in the conduct of its business in good repair,
working order and condition (subject to normal wear and tear), and
from time to time make all needful and proper repairs, renewals,
replacements, betterment and improvements thereto, so that the
business carried on in connection therewith may be properly
conducted at all times.
(g)
Keep adequately insured all property of a character usually insured
by similar corporations and carry such other insurance as is
usually carried by similar corporations.
(h)
At all reasonable times upon Vector's request and upon advance
notice to Elite and for good reason, permit representatives
designated by Vector to have access to the books and records
relating to the operations and procedures of Elite (subject to
execution of confidentiality undertakings).
(i)
Not assume, guaranty or otherwise, directly or indirectly, become
liable or responsible for the obligations of any other person or
entity, except for 75% or greater owned subsidiaries, for the
purpose of paying or discharging the obligations of such person or
entity unless such guarantees relate to the business of Elite, are
incurred in the ordinary course of its business and do not exceed
in the aggregate $100,000.
(j)
Not consolidate with or merge with or into any entity or sell,
lease, transfer, exchange or otherwise dispose of any material part
of its properties and assets except in the ordinary course of
business, however, Elite may engage in any of the foregoing
transactions with a parent or subsidiary of Elite so long as such
parent or subsidiary is no less creditworthy than Elite and such
parent or subsidiary assumes the obligations of Elite
hereunder.
(k)
To use the Loan for general corporate purposes subject to approval
by Vector, which approval shall not be unreasonably
withheld.
7.
ASSIGNMENT . This Loan Agreement and the Related Agreements
may be assigned by Vector to transferees or assignees of the Note,
provided that Elite consents to the assignment, which consent will
not be unreasonably withheld, and that Elite is, prior to or
simultaneously with such transfer, furnished with written notice of
the name and address of such transferee or assignee, and such
assignee agrees in writing to be bound by the terms hereof and
provided further that, if the Note is only assigned or transferred
in part, then such assignment shall only be made in part on an
appropriate proportionate basis. If there is a conflict between
this provision and any provision of the Related Agreements, this
provision shall govern.
As a condition to any such
assignment, the assignee shall warrant, represent and acknowledge
to Elite and to Vector that:
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such assignee has adequate means of
providing for its current needs and possible
contingencies;
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such assignee has had an opportunity
to ask questions of and receive answers from Elite concerning its
investment as evidenced by the Loan to Elite, and all such
questions have been answered to its full satisfaction;
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such assignee has received no
representations and warranties from Elite other than those
otherwise set forth herein;
8.
NOTICES . Notices and other communications provided for
herein shall be in writing (which shall include notice by facsimile
transmission) and shall be delivered or mailed (or if by graphic
scanning or other facsimile communications equipment of the sending
party hereto, delivered by such equipment), addressed as
follows:
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If to Elite
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Elite FX, Inc.
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140 NE 4th Avenue, Suite
C
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Delray Beach, FL 33483
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Attention: Steve Haley
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Fax No.
(561) XXX-XXXX
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with a copy to:
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Baritz & Coleman
LLP
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Bank of America Building
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150 E. Palmetto Park Rd., Suite
750
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Boca Raton, Florida
33432
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Attention: Neil Baritz
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Fax No. (561)750-5045
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If to Vector
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Vector Ventures Corp.
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Analipseos 30 Apt. #25
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52236 Panorama, Thessaloniki,
Greece
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Attention: Kristian
Kostovski
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Fax No.:
(011)(30)(697)(XXX-XXXX)
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with a copy to:
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Venture Law
Corporation
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688 West Hastings Street, Suite
618
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Vancouver, British Columbia V6B
1P1
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Attention: Alixe B.
Cormick
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Fax No.: (604)
659-9188
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or to such other address as a
party may from time to time designate in writing in accordance with
this section. All notices and other communications given to any
party hereto in accordance with the provisions of this Loan
Agreement shall be deemed to have been given, when delivered if
delivered by hand, when transmission confirmation is received if
telecopied, three (3) week days after mailing if mailed, and two
(2) business days after deposit with an overnight courier service
if delivered by overnight courier. Notwithstanding the foregoing,
if a notice or other communication is actually received after 5:00
p.m. at the recipient's designated address, such notice or other
communication shall be deemed to have been given the later of
(i) the next business day or (ii) the business day on
which such notice or other communication is deemed to have been
given pursuant to the immediately preceding sentence.
9.
SEVERABILITY . If a court of competent jurisdiction
determines that any provision of this Loan Agreement is invalid,
unenforceable or illegal for any reason, such determination shall
not affect or impair the validity, legality and enforceability of
the other provisions of this Loan Agreement. If any such
invalidity, unenforceability or illegality of a provision of this
Loan Agreement becomes known or apparent to any of the parties
hereto, the parties shall negotiate promptly and in good faith in
an attempt to make appropriate changes and adjustments to such
provision specifically and this Loan Agreement generally to achieve
as closely as possible, consistent with applicable law, the intent
and spirit of such provision specifically and this Loan Agreement
generally.
10.
EXECUTION IN COUNTERPARTS . This Loan Agreement may be
executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute the same Loan
Agreement.
11.
COSTS . Elite shall pay all fees and disbursements
(including reasonable attorneys fees) of Vector with respect to the
enforcement of this Agreement and the Related
Agreements.
12.
GOVERNING LAW. THIS LOAN AGREEMENT AND THE VALIDITY AND
ENFORCEABILITY HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR CHOICE OF LAWS
RULES THEREOF. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS
CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BROUGHT
AGAINST A PARTY HERETO OR ITS RESPECTIVE
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AFFILIATES, DIRECTORS, OFFICERS,
SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED IN THE STATE
AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF
MANHATTAN (THE " NEW YORK COURTS "). EACH PARTY HERETO
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE NEW
YORK COURTS FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY
TERM THE LOAN AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES
NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR
SUCH NEW YORK COURTS ARE IMPROPER OR INCONVENIENT VENUE FOR SUCH
PROCEEDING.
IN WITNESS WHEREOF, the parties
have executed this Bridge Loan Agreement as of the date first
written above.
ELITE FX, INC.
/s/ Steve Haley
By:
Name: Steve Haley
Title: Chief Executive Officer
VECTOR VENTURES
CORP.
/s/
Kristian Kostovski
By:
Name: Kristian Kostovski
Title: President and CEO
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Exhibit "A" to Bridge Loan
Agreement
FORM OF NOTE
THIS NOTE HAS NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THE NOTE MAY NOT BE OFFERED, RESOLD, PLEDGED OR
TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO
REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.
No. 11-03-2006 US
$250,000
ELITE FX, INC.
10% SECURED NOTE DUE MAY 3, 2007
THIS Note is one of a duly
authorized issue US$ 250,000 of ELITE FX, INC., a corporation
organized and existing under the laws of the State of Florida ("
Elite ") designated as its 10% Secured Note.
FOR VALUE
RECEIVED, Elite promises to pay to Vector Ventures Corp. the
registered holder hereof (the " Holder "), the principal sum
of Two Hundred and Fifty Thousand United States Dollars (US
$250,000) on the earlier of: (a) May 3, 2007 (6 months from date of
issuance) or (b) closing of a share purchase agreement/agreement
and plan of merger agreement between Elite, Vector, and a wholly
owned subsidiary of Vector, and to pay interest on the principal
sum outstanding from time to time in arrears on May 3, 2007 (the "
Maturity Date "), at the rate of 10% per annum accruing from
the date of initial issuance of this Note (the " Issue Date
"). Accrual of interest shall commence on the first such business
day to occur after the date hereof and shall continue until payment
in full of the principal sum has been made or duly provided for.
The principal of, and interest on, this Note are payable in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts, at
the address last appearing on the Note Register of Elite as
designated in writing by the Holder from time to time. Elite will
pay the principal of and interest upon this Note on the Maturity
Date, less any amounts required by law to be deducted, to the
registered holder of this Note as of the tenth day prior to the
Maturity Date and addressed to such holder at the last address
appearing on the Note Register. The forwarding of such check shall
constitute a payment of principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on
this Note to the extent of the sum represented by such check plus
any amounts so deducted.
This Note is
subject to the following additional provisions:
1. Elite shall
be entitled to withhold from all payments of principal of, and
interest on, this Note any amounts required to be withheld under
the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder
shall execute and deliver all required documentation in connection
therewith.
2. This Note
has been issued subject to investment representations of the
original purchaser hereof and may be transferred or exchanged only
in compliance with the Securities Act of 1933 , as amended
(the " Act "), and other applicable state and foreign
securities laws. In the event of any proposed transfer of this
Note, Elite may require, prior to issuance of a new Note in the
name of such other person, that it receive reasonable transfer
documentation including legal opinions that the issuance of the
Note in such other name does not and will not cause a violation of
the Act or any applicable state or foreign securities laws. Prior
to due presentment for transfer of this Note, Elite and any agent
of Elite may treat the person in whose name this Note is duly
registered on Elite's Note Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither Elite
nor any such agent shall be affected by notice to the
contrary.
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3. Subject to
the terms of the Bridge Loan Loan Agreement dated as of November 3,
2006 (the " Agreement ") between Elite and the Holder (or
the Holder's predecessor in interest), no provision of this Note
shall alter or impair the obligation of Elite, which is absolute
and unconditional, to pay the principal of, and interest on, this
Note at the time, place, and rate, and in the coin or currency,
herein prescribed. This Note is a direct obligation of
Elite.
4. No recourse
shall be had for the payment of the principal of, or the interest
on, this Note, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or
director, as such, past, present or future, of Elite or any
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
5. The Holder
of the Note, by acceptance hereof, agrees that this Note is being
acquired for investment and that such Holder will not offer, sell
or otherwise dispose of this Note except under circumstances which
will not result in a violation of the Act or any applicable state
Blue Sky or foreign laws or similar laws relating to the sale of
securities.
6. This Note
shall be governed by and construed in accordance with the laws of
the State of New York. Each of the parties consents to the
jurisdiction of the state and federal courts sitting in the City of
New York, Borough of Manhattan and hereby waives, to the maximum
extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such
proceeding in such jurisdiction.
7. The
following shall constitute an " Event of Default
":
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Elite shall default in the payment
of principal or interest on this Note and same shall continue for a
period of five (5) days; or
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Any of the representations or
warranties made by Elite herein, in the Agreement, or in any
certificate or financial or other written statements heretofore or
hereafter furnished by Elite in connection with the execution and
delivery of this Note or the Agreement shall be false or misleading
in any material respect at the time made; or
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Elite shall fail to perform or
observe, in any material respect, any other covenant, term,
provision, condition, agreement or obligation of this Note (as
defined in the Agreement, which term includes this Note) and such
failure shall continue uncured for a period of thirty (30) days
after written notice from the Holder of such failure;
or
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Elite shall (1) admit in writing its
inability to pay its debts generally as they mature; (2) make an
assignment for the benefit of creditors or commence proceedings for
its dissolution; or (3) apply for or consent to the appointment of
a trustee, liquidator or receiver for its or for a substantial part
of its property or business; or
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A trustee, liquidator or receiver
shall be appointed for Elite or for a substantial part of its
property or business without its consent and shall not be
discharged within ninety (90) days after such appointment;
or
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Any governmental agency or any court
of competent jurisdiction at the instance of any governmental
agency shall assume custody or control of the whole or any
substantial portion of the properties or assets of the Elite and
shall not be dismissed within ninety (90) days thereafter;
or
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Any money judgment (other than as
set forth on Schedule 4(d) to the Agreement), writ or warrant of
attachment, or similar process in excess of Two Hundred Thousand
($200,000) Dollars in the aggregate shall be entered or filed
against Elite or any of its properties or other assets and shall
remain unpaid, unvacated, unbonded or unstayed for a period of
ninety (90) days or in any event later than five (5) days prior to
the date of any proposed sale thereunder; or
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Bankruptcy, reorganization,
insolvency or liquidation proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of
debtors shall be instituted by or against Elite and, if instituted
against Elite, shall not be dismissed within ninety (90) days after
such institution or Elite shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the
material allegations of, or default in answering a petition filed
in any such proceeding; or
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Then, or at any time thereafter,
and in each and every such case, unless such Event of Default shall
have been waived in writing by the Holder (which waiver shall not
be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder's sole discretion, the Holder may
consider the Redemption Amount of this Note immediately due and
payable within five (5) days of notice, without presentment,
demand, protest or notice of any kinds, all of which are hereby
expressly waived, anything herein or in any note or other
instruments contained to the contrary notwithstanding, and the
Holder may immediately enforce any and all of the Holder's rights
and remedies provided herein or any other rights or remedies
afforded by law.
9. Nothing
contained in this Note shall be construed as conferring upon the
Holder the right to vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of Elite,
unless and to the extent converted in accordance with the terms
hereof.
10. The
obligation of Elite for payment of principal, interest and all
other sums hereunder is secured by security interest provisions
between Elite and the Holder as set forth in the form of Security
Agreement annexed as Exhibit B to the Bridge Loan
Agreement.
IN WITNESS
WHEREOF, Elite has caused this instrument to be duly executed by an
officer thereunto duly authorized.
Dated: November 3,
2006
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ELITE FX,
INC.
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a Florida
Corporation
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/s/ Steve
Haley
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By:
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________________________
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Name:
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Steve
Haley
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Title:
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Chief Executive
Officer
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Exhibit "B" to Bridge Loan
Agreement
ELITE FX, INC.
SECURITY AGREEMENT
THIS SECURITY
AGREEMENT, dated as of November 3 2006 (this " Security
Agreement ") by and between Elite FX, Inc., a Florida
corporation, having an office at 140 NE 4th Avenue, Suite C Delray
Beach, FL 33483 ("Elite" or the " Grantor "), and Vector
Ventures Corp., a Nevada corporation, having an office at
Analipseos 30 Apt. #25, 52236 Panorama, Thessaloniki, Greece
("Vector" or " Secured Party ").
RECITALS
A.
Vector has made and has agreed to make a certain advance of money
and to extend certain financial accommodation to Elite as evidenced
by a promissory note in the amount of $250,000 executed by Elite on
November 3, 2006 in favor of Vector (the " Note ") pursuant
to that certain Bridge Loan Agreement dated November 3, 2006
between Elite and Vector, such advance and financial
accommodations