GUARANTEED PROMISSORY
NOTE
June 19,
2009
FOR VALUE RECEIVED, the undersigned Zurvita,
Inc., hereafter referred to as "Debtor," promises to pay to the
order of AmeriPlan Corporation, hereafter referred to as
"Creditor," the sum of SIX HUNDRED THOUSAND DOLLARS ($600,00.00) in
lawful and legal tender of the United States of America, together
with interest of seven and one-half percent (7.5%) per annum, and
the principal and interest shall be due and payable in twenty-four
(24) equal installments of TWENTY SIX THOUSAND NINE HUNDRED
NINETY-NINE AND 76/100 DOLLARS ($26,999.76), commencing on July 1,
2009, and continuing thereafter on the 1st day of each month until
the principal and interest is paid in full.
1.
Payment. Any check, draft, money order or other instrument
given in payment of all or any portion of this Note may be accepted
by payee and handled in collection in the customary manner, but the
same shall not constitute payment under this Note or diminish any
rights of Creditor except to the extent that actual cash proceeds
of such instrument are unconditionally received by the
Creditor.
2.
Prepayment. Debtor, at any time subsequent to the execution
of this Note, shall have the right to prepay this Note in whole or
in part at any time, and in such amounts as Debtor shall so desire,
and from time to time as Debtor sees fit, prior to maturity.
Interest shall immediately cease to accrue as of the date of
prepayment on any amount of the principal that is so prepaid. Any
prepayment of the principal shall be credited to the payment of the
installments last accruing under this Note. Prepayment of a part of
this Note shall not affect the Debtor's obligations to continue the
regular payments stated in this Note.
3. Default.
It is agreed that time is of the essence of this Note. If default
is made in any part of the principal or interest of the Note as the
same becomes due and payable upon the performance of any
obligation, agreement, or covenant contained in any instrument
securing payment of this Note, then in either event, the Note
Creditor shall have the option to declare the entire unpaid balance
of both the principal and accrued interest immediately due and
payable without notice, and may foreclose any and all liens
securing payments for the same. Failure of the Creditor to exercise
this option shall not constitute a waiver of Creditor's right to
exercise such option in the event of any subsequent
default.
It is further agreed that all past due principal
and interest shall bear interest from the date it is due until
paid, at the maximum lawful rate that the undersigned may legally
contract under the laws of the State of Texas or under other
applicable Federal laws.
4.
Attorney's Fees. In the
