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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 debts
as they matu
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