EXHIBIT
2.1
PROMISSORY NOTE
For value received, Vision Global
Solutions, Inc., a Nevada corporation (the “Borrower”)
promises to pay to NAVITAS CAPITAL, LLC, a Nevada limited liability
company (the “Holder”) Fifteen Thousand Five Hundred
Dollars and no/100s ($15,500.00) pursuant to the terms of this note
(“Note”). Interest shall accrue from the date of
this Note on the unpaid principal amount at a rate equal to Ten
Percent (10.0%) per annum, compounded annually and pro-rated for
any partial periods. This Note is subject to the following
terms and conditions.
1.
Maturity . This Note will automatically mature and be
due and payable on October 1, 2009 (the “Maturity
Date”). Accrued interest hereunder shall be on the
Maturity Date. Notwithstanding the foregoing, the entire
unpaid principal sum of this Note, together with accrued and unpaid
interest thereon, shall become immediately due and payable upon the
insolvency of the Borrower, the commission of any act of bankruptcy
by the Borrower, the execution by the Borrower of a general
assignment for the benefit of creditors, the filing by or against
the Borrower of a petition in bankruptcy or any petition for relief
under the federal bankruptcy act or the continuation of such
petition without dismissal for a period of 90 days or more, or the
appointment of a receiver or trustee to take possession of the
property or assets of the Borrower.
2.
Payment; Prepayment
. All payments shall be made in
lawful money of the United States of America at such place as the
Holder hereof may from time to time designate in writing to the
Borrower. Payment shall be credited first to the accrued
interest then due and payable and the remainder applied to
principal. Prepayment of this Note may be made at any time without
penalty.
3.
Transfer; Successors and
Assigns . The terms and
conditions of this Note shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.
Notwithstanding the foregoing, the Borrower may not assign,
pledge, or otherwise transfer this Note without the prior written
consent of the Holder. &nb