THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR
INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND
QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF
COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED.
IElement
Corporation
CONVERTIBLE
PROMISSORY NOTE
$200,000
December 12, 2007
Dallas, TX
FOR VALUE RECEIVED, IElement Corporation
(“Maker” or the “Company”) promises to pay
to the order of Newsgrade Corporation, a
Delaware
corporation with an
address at 8515 Seminole Street
, Philadelphia , PA 19118 (the
“Lender”), the principal sum of Two Hundred Thousand
Dollars ($200,000), together with all accrued interest thereon,
upon the terms and conditions specified below.
1.
Interest .
Interest
shall accrue and be payable monthly on the balance outstanding
under this Note at the rate of 10.0% per annum, compounded monthly,
or at the maximum rate allowed by law, whichever is
lower.
2.
Maturity .
The full
principle balance and interest will become due and payable one year
from the date hereof.
3.
Payment .
(i)
.
Payment shall
be made in lawful tender of the United States
and shall be
applied first to the payment of principal and then to all
accrued and unpaid interest. Prepayment of the
principal balance of this Note, together with all accrued and
unpaid interest on the portion of principal so prepaid, may
be made in whole or in part at any time without
penalty.
(ii).
In addition to its
rights to convert all or a portion of the amounts due under this
note into Maker equity per the terms of this
note, Lender
reserves the
choice to require payment when due in the
form of any of the TheRetirementSolution.com,
Inc., (TRES) common stock which Maker may hold
at or at any time after payment is due . The exchange rate
shall be one share of TRES common stock per .20 (twenty cents) of
principal or
interest owed
to the L ender by Maker . In the event of a
stock split or
dividend by
TRES the shares would be adjusted accordingly.
4
.
Events
of Acceleration . The
entire unpaid principal balance of this Note, together with all
accrued and unpaid interest, shall become immediately due and
payable prior to the specified due date of this Note upon the
occurrence of one or more of the following events:
(i)
the
insolvency of the Maker, the commission of any act of bankruptcy by
the Maker, the execution by the Maker of a general assignment for
the benefit of creditors, the filing by or against the Maker of any
petition in bankruptcy or any petition for relief under the
provisions of the Federal bankruptcy act or any other state or
Federal law for the relief of debtors and the continuation of such
petition without dismissal for a period of thirty (30) days or
more, the appointment of a receiver or trustee to take possession
of any property or assets of the Maker or the attachment of or
execution against any property or assets of the Maker;
or
(ii)
an
acquisition of the Company (whether by merger, sale of all or
substantially all of the Company’s assets or sale of more
than fifty percent (50%) of the Company’s outstanding voting
securities) by a third party; provided ,
however, that if the Pooling of Interest Method, as described in
Accounting Principles Board Opinion No. 16, is used to account for
the acquisition for financial accounting purposes, then
acceleration of this Note shall not occur until the end of the
sixty (60)-day period immediately following the close of the
applicable transfer restriction period required under Accounting
Series Release Numbers 130 and 135.
5.
Collection
. If action
is instituted to collect this Note, the Maker promises to pay all
costs and expenses (including reasonable attorney fees) incurred in
connection with such action.
6.
Waiver .
A waiver
of any term of this Note or of any of the obligations secured
thereby must be made in writing and signed by a duly-authorized
officer of the Lender and any such waiver shall be limited to its
express terms.
No
delay by the Lender in acting with respect to the terms of
this Note shall constitute a waiver of any breach, default, or
failure of a condition under this Note or the obligations
secured thereby.
7 .
Construction. Each party
acknowledges that it had the opportunity to have its legal counsel
review this Note and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this
Note
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