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Exhibit 10.8
LIABILITY NOTE
$2,665,000.00
September 30, 2009
FOR VALUE RECEIVED, the undersigned promises to
pay to the order of GEOFFREY C. WEBER, as Trustee of the Pak-It
Members’ Trust ( hereinafter referred to as "Lender"),
the sum of Two Million Six Hundred Sixty Five Thousand Dollars
($2,665,000.00) Dollars , with interest after date at the rate
of ten percent (10.0%) per annum on or before December 29, 2009.
Interest shall be computed on the basis of the actual number of
days elapsed over an assumed 360-day year.
Default in making
any payment will mature the entire obligation at the option of the
Lender, without notice or demand. In the event payments
shall not be made promptly when due, and if, at the option of the
Lender, late payments are accepted and they are more than ten (10)
days late, the undersigned agrees to pay the Lender a late charge
of five percent (5.00%) of each such unpaid
installment. Waiver of any default and acceptance of
late payment together with late charges due thereon, if applicable,
shall not operate as a waiver of any other default or of the same
default on a future occasion.
Prepayment Premium . This note may be pre-paid in whole
or in part at any time without penalty. The undersigned shall
receive credit for a principal payment of $559,372.00 and
$120,000.00 upon the provision of substituted collateral for the
Letters of Credit (“L/C’s) issued by USAmeribank to
secure obligations of Pak-It, LLC or its subsidiary to secure
certain obligations owed to Larry Dickler, provided the personal
guaranties given to said USAmeriBank are released.
If the Lender shall deem itself insecure or,
upon the happening of any of the following events, the Lender may,
at its option, forthwith accelerate maturity and the unpaid balance
shall immediately become due and payable after the giving of ten
day (10) written notice dur
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