Exhibit 10.4
DEMAND PROMISSORY
NOTE
Issuance Date: April 29,
2009
Effective Date: November
6, 2007
Chicago,
Illinois
FOR VALUE RECEIVED,
Atlantica, Inc., a Utah corporation (the
“Debtor” ), promises to pay to the order of
Mirabella Holdings, LLC, a Delaware limited liability company (the
“Holder” ), the aggregate amount that the Holder
may from time to time, in its sole discretion, advance to the
Debtor (any such amount that is advanced is referred to as a
“Loan” and, collectively, as the
“Loans” ), together with interest on the
outstanding principal amount at the rate set forth below, all as
further provided in this demand promissory note (this
“Note” ). This Note is being issued by the
Debtor on the Issuance Date set forth above, but is intended to be
effective as of November 6, 2007 and apply to all Loans made by the
Holder to the Debtor since the Effective Date.
1.
Repayment
. The Debtor shall
repay the principal amount outstanding under this Note, together
with all accrued and unpaid interest hereon, in full ON DEMAND.
Such principal and interest may be prepaid in full at any
time, or in part from time to time, without prepayment premium or
penalty. Any Loan or payment of principal under or pursuant
to this Note and the principal balance of the Loans may be recorded
by the Lender on the grid annexed he
