Exhibit
10.3
PROMISSORY
NOTE
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Dallas, Texas July 1,
2008
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FOR VALUE
RECEIVED, the undersigned, ACES WIRED, INC., a Nevada corporation,
hereby promises to pay to the order of KNOWLES CORNWELL ("Lender")
the principal sum of TEN THOUSAND DOLLARS ($10,000), with interest
on the unpaid balance thereof from the date hereof until maturity
at the rate equal to the Long-Term Applicable Federal Rate then in
effect (4.17%), as published by the Internal Revenue Service in
accordance with section 1274(d) of the Internal Revenue Code, both
principal and interest payable as hereinafter provided in lawful
money of the United States of America.
All past due
principal and/or interest or installments thereof shall bear
interest at the highest rate for which the undersigned may legally
contract under applicable law or, if no such rate is designated
under applicable law, at the rate of eighteen percent (18%) per
annum. The principal of this Note shall be payable on December
31,2009. Interest on the unpaid principal balance of this Note
shall be due and payable at maturity.
The undersigned
shall have the right to prepay, without penalty, at any time and
from time to time prior to maturity, all or any part of the unpaid
principal balance of this Note and/or all or any part of the unpaid
interest accrued to the date of such prepayment, provided that any
such principal thus paid is accompanied by accrued interest on such
principal.
It is the
intent of the payee of this Note and the undersigned in the
execution of this Note to contract in strict compliance with
applicable usury law. In furtherance thereof. the said payee and
the undersigned stipulate and agree that none of the terms and
provisions contained in this Note, or in any other instrument
executed in connection herewith, shall ever be construed to create
a contract to pay for the use, forbearance or detention of money,
interest at a rate in excess of the maximum interest rate permitted
to be charged by applicable law; that neither the undersigned nor
any guarantors, endorsers or other parties now or hereafter
becoming liable for payment of this Note shall ever be obligated or
required to pay interest on this Note at a rate in excess of the
maximum interest that may be lawfully charged under applicable law;
and that the provisions of this paragraph shall control over all
other provisions of this Note and any other instruments now or
hereafter executed in connection herewith which may be in apparent
conflict herewith. If the maturity of this Note shall be
accelerated for any reason or if the principal of this Note is paid
prior the end of the term of this Note, and as a result thereof the
interest received for the actual period of existence of the loan
evidenced by this Note exceeds the applicable maximum lawful rate,
the holder of this Note shall, at its option, either refund to the
undersigned the amount of such excess or credit the amount of such
excess against the principal balance of this Note then outstanding
and thereby shall render inapplicable any and all penalties of any
kind provided by applicable law as a result of such excess
interest. In the event that the said payee or any other
