PROMISSORY NOTE
$10,000.00
August 18, 2009
FOR VALUE RECEIVED, the undersigned, Magna-Lab Inc., a New York
corporation ("Borrower"), HEREBY PROMISES TO PAY to the order of
Magna
Acquisition LLC or its registered assigns ( "Lender"), in lawful
money of the
United States of America, in the manner and at the times provided
hereinafter,
the principal sum of Ten Thousand Dollars (US$10,000), together
with Interest
(as hereinafter defined) and Default Interest (as hereinafter
defined) and all
other amounts due and payable pursuant to and in accordance with
terms of this
Note.
Interest shall accrue on the unpaid
principal amount of this Note from the
date hereof until such principal amount is paid in full. "Interest"
shall mean
twelve percent (12%) per annum. Interest shall be computed on the
actual number
of days elapsed, predicated on a year consisting of three hundred
and sixty
(360) days.
Default Interest, if any, shall be
payable on demand. "Default Interest"
shall mean interest computed at fifteen percent (15%) per annum, on
(i) the
entire principal balance of this Note from time to time unpaid from
and after
such amounts becomes due and payable (whether upon maturity, by
acceleration or
otherwise), and (ii) any and all other unpaid amounts due pursuant
to the terms
and provisions of this Note (including, but not limited to, accrued
and unpaid
Interest) from and after the respective date(s) on which those
amounts become
due and payable, whether upon maturity, by acceleration or
otherwise; in each
case from and after the expiration of any applicable grace period.
Default
Interest shall be computed on the actual number of days elapsed,
predicated on a
year consisting of three hundred and sixty (360) days.
Notwithstanding anything
to the contrary contained herein, for any period in which Default
Interest is
accruing on the entire unpaid principal balance hereunder, Interest
shall not
accrue. Default Interest shall compound on an annual basis.
Unless otherwise accelerated
pursuant to the terms hereof, this Note shall
mature and all outstanding and unpaid principal and Interest shall
be due and
payable on the date that is 120 days from and after the date
hereof.
This Note may be prepaid, in whole
or in part, at any time by Borrower
without premium or penalty. Any prepayment of this Note shall be
accompanied by
payment of any Interest accrued and unpaid through the date of such
prepayment,
and all Default Interest, if any, accrued and unpaid through the
date of such
prepayment.
Notwithstanding anything to the
contrary contained herein, upon the
occurrence of any one or more of: (i) a default in the payment of
any amounts
due hereunder and a failure to cure such default within five (5)
business days,
or (ii) a default hereunder, and the expiration of any grace period
applicable
to any default as set forth herein, then at the sole option and
discretion of
Lender, and without further demand or notice of any kind, the
following shall
become immediately due and payable:
1. the aggregate principal amount of this Note
outstanding and remaining
unpaid hereunder;
2. unpaid Interest;
3. Default Interest; and
4. all other indebtedness evidence by this
Note.
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The following shall constitute events of default hereunder: (i) the
assignment
for the benefit of creditors by Borrower; (ii) the application for
the
appointment of a receiver for Borrower or for the property of
Borrower; (iii)
the filing of a petition in bankruptcy by o
