Exhibit
10.53
THIS PROMISSORY
NOTE AND THE SECURITIES PURCHASABLE UPON EXERCISE OF THE RIGHTS
CONTAINED IN THIS PROMISSORY NOTE (COLLECTIVELY, THE
“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE
SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS
IN THE OPINION OF COUNSEL SATISFACTORY TO THE HOLDER HEREOF (M2B,
INC.), AN EXEMPTION FROM SUCH REGISTRATION UNDER THE SECURITIES ACT
IS APPLICABLE TO SUCH PROPOSED EXERCISE, SALE, ASSIGNMENT, PLEDGE,
TRANSFER OR OTHER DISPOSITION.
CONVERTIBLE PROMISSORY
NOTE
|
$100,000.00
|
June 15, 2005
|
Los Angeles,
California
FOR VALUE
RECEIVED, ORBIT BRANDS CORPORATION, a Delaware corporation
(“ORBIT”) (the “Borrower”), hereby promises
to pay to M2B, Inc. (the “Holder”), the sum of One
Hundred Thousand Dollars ($100,000.00) on the second anniversary
date following the confirmation of the Company’s Chapter 11
Plan of Reorganization (the “Maturity Date”), together
with accrued interest. Borrower shall repay the principal and any
accrued but unpaid interest due upon this Promissory Note (the
“Note”) on the Maturity Date, by check or wire transfer
to the person who is the registered holder of this Note (the
“Holder”). Whenever any payment to be made hereunder
falls due on a Saturday, Sunday or business holiday in New York,
New York, such payment may be made on the next succeeding business
day and such extension of time will, in such case, be included in
computing interest, if any, in connection with such
payment.
Interest shall
accrue on the principal amount of the Note at a fixed simple rate
of ten percent (10%) per annum, calculated on the actual number of
days elapsed on the basis of a 360-day year. Interest shall be
payable in kind (convertible into shares of common stock) or cash.
The principal and all accrued interest may be converted into fully
paid and nonassessable shares of common stock of the Borrower at
the conversion price (defined hereinbelow) at the option of the
Holder, in the event that the principal and all accrued interest is
not paid in full in cash on the Maturity Date.
The conversion
price shall be $0.001 per share (the “Conversion
Price”). Any fractional shares issuable upon conversion of
this Note shall be rounded down to the nearest whole share. The
Company intends all such shares issuable upon conversion of the
Note to be registered under securities registration pursuant to
Section 1145 of the Bankruptcy Code (Title 11, United States Code,
Section 1145.
The Conversion
Price and the number of shares issuable upon conversion shall be
proportionally adjusted for an “Adjustment Event,”
defined as any reclassification of the common stock,
recapitalization, merger or consolidation, or like capital
adjustment affecting the number of shares of common stock of the
Company outstanding. The good faith determination by the Board of
Directors as to what adjustments, amendments or arrangements shall
be made to the Conversion
