Exhibit 4.5
PROMISSORY NOTE
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$2,500.00
January 9, 2009
FOR VALUE RECEIVED, and intending to be legally bound,
Wentworth
IV, Inc. (the "Maker"), hereby unconditionally and irrevocably
promises to pay
to the order of Vero Management, LLC (the "Payee"), in lawful money
of the
United States of America, the sum of two thousand five hundred
dollars
($2,500.00) on such date that the Payee, by delivery of written
notice to the
Maker, demands payment of all obligations hereunder, without
presentment for
payment, diligence, grace, exhibition of this Promissory Note,
protest, further
demand or notice of any kind, all of which are hereby expressly
waived (the
"Maturity Date").
Interest shall accrue on the outstanding principal balance of
this Promissory Note on the basis of a 360-day year daily from the
date the
Maker receives the funds from the Payee until paid in full at the
rate of five
percent (5.0%) per annum, and shall be due and payable at the
Maturity Date, or
the prepayment date, if any, whichever is earlier. This Promissory
Note may be
prepaid in whole or in part at any time or from time to time prior
to the
Maturity Date.
For purposes of this Promissory Note, an "Event of Default"
shall
occur if the Maker shall: (i) fail to pay the entire principal
amount of this
Promissory Note when due and payable, (ii) admit in writing its
inability to pay
any of its monetary obligations under this Promissory Note, (iii)
make a general
assignment of its assets for the benefit of creditors, or (iv)
allow any
proceeding to be instituted by or against it seeking relief from or
by
creditors, including, without limitation, any bankruptcy
proceedings.
In the event that an Event of Default has occurred, the Payee
or
any other holder of this Promissory Note may, by notice to the
Maker, declare
this entire Promissory Note to be forthwith imme
