EXHIBIT 10.1(i)
PROMISSORY NOTE
US$200,000.00
February 3,
2005
FOR VALUE RECEIVED, the undersigned,
LONG DISTANCE BILLING SERVICES, INC.,
a Nevada corporation (the "Maker"), hereby
promises to pay to the order of NS8
CORPORATION (the "Payee", which term includes any
subsequent holder hereof) at
Seattle, Washington or at such other place as the Payee
may from time to time
hereafter designate to the Maker in writing, on August 1,
2005, the principal
sum of TWO HUNDRED THOUSAND UNITED
STATES DOLLARS AND NO CENTS (US$200,000.00).
The unpaid principal balance hereof from time to time
outstanding shall
bear interest at the rate of 12% per annum.
Interest shall be
computed on the
basis of actual days elapsed and a year
of 360 days. Upon the
happening of any
Event of Default, this Note, at the option of the Payee,
shall bear interest
until paid in full at a rate per annum
equal to the rate of interest applicable
immediately prior to such Event of Default plus 3%.
Interest
hereon shall be payable in arrears at final maturity.
This
Note may be prepaid by
the Maker at any time in whole or from time to
time in part (in minimum partial payments
of at least US$10,000) without premium
or penalty. Any prepayment shall be applied first against
accrued and unpaid
interest and the balance shall be applied against principal.
This Note is
secured by a Security Agreement dated February 3, 2005 (as the
same may hereafter be amended, modified or supplemented, or any agreement
entered into in substitution or
replacement therefor, the "Security Agreement")
given by the Maker to the Payee.
The occurrence of any one or more of
the following events shall constitute
an Event of Default, and upon the
occurrence of any Event of Default the Payee
may declare this
Note to be, and the same shall forthwith
become, immediately due and payable and
the Payee may exercise all rights and
remedies under the Security Agreement and
as may otherwise be allowed by law:
(1) The Maker shall fail to make any payment of principal or
interest
hereon when
due.
(2) The Maker shall become insolvent or
shall generally not pay its
