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EXHIBIT 10.11
SECURED PROMISSORY NOTE
October
5, 2007
| $100,000.00 |
New
York, New York
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FOR VALUE RECEIVED , the undersigned, Zealous
Trading Group, Inc., a Nevada corporation ("Maker"), promises to
pay to a _______ limited partnership ("Payee") at ____________ or
at such other place as Payee may from time to time designate by
written notice to Maker, in lawful money of the United States of
America, the aggregate sum of One Hundred Thousand Dollars
($100,000.00). Maker further agrees as
follows:
Section 1.
Interest Rate and Fees .
Interest shall accrue at a rate of 12% per annum based on a 365 day
year.
Section 2.
Payments .
2.1 All
principal and accrued but unpaid interest shall be paid to
Payee on October 26, 2007, due on demand of the Payee, unless
extended or sooner terminated by mutual agreement of the
parties.
2.2 Maker
shall have the right to prepay this Note in full or in part at
any time, without premium or penalty.
Section 3.
Default .
It shall be an event of default ("Event of Default"), and the
entire unpaid principal of this Note, together with accrued
interest, shall become immediately due and payable, at the
election of Payee, upon the occurrence of any of the following
events:
3.1
Any
failure on the part of Maker to make any payment of all
principal and interest when due;
3.2
Maker
shall commence (or take any action for the purpose of
commencing) any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, moratorium
or similar law or statute;
3.3
a
proceeding shall be commenced against Maker under any
bankruptcy, reorganization, arrangement, readjustment of debt,
moratorium or similar law or statute and relief is ordered
against it, or the proceeding is controverted but is not
dismissed within sixty (60) days after the commencement
thereof;
3.4 Maker
consents to or suffers the appointment of a guardian,
receiver, trustee or custodian to any substantial part of its
assets that is not vacated within thirty (30)
days;
3.5 the
dissolution, termination of existence, or insolvency of Maker;
or
3.6 Maker
consents to or suffers an attachment, garnishment, execution
or other legal process against any of his assets that is not
released within thirty (30) days.
Section 5.
Conversion.
Upon the request of the Payee, this Note may be converted, in whole
but not in part, into that number of fully-paid and nonassessable
shares of Common Stock equal to (a) the amount of the then
outstanding principal and accrued interest under this Note, divided
by (b) the Conversion Price (as defined below). The
“Conversion Price” shall be $.02 per share
Section 6.
Mechanics of Conversion .
Before the Payee shall be entitled to convert this Note into Common
Stock, the Payee shall surrender this Note, duly endorsed, at the
office of the Maker, and shall give written notice to the Maker at
its principal corporate office of the election to convert and shall
state therein the name or names in which the certificate or
certificates for the Common Stock, are to be issued.
The
Maker shall, promptly thereafter, issue and deliver to such person
at the address specified by the Payee, a certificate or
certificates for the Common Stock to which the Payee is
entitled. &n
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