Exhibit 10.1
PROMISSORY NOTE FOR MULTIPLE
ADVANCES
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$400,000
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September 23, 2008
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Spokane, Washington
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FOR VALUE RECEIVED, Globetech
Environmental, Inc., a Washington corporation and Donald Sampson
(jointly and severally, the “Maker”), jointly and
severally promise to pay to the order of Globe-Tek, LLC., a
Washington limited liability company (the "Holder"), on December
31, 2008 (the “Maturity Date”), without demand, the
principal amount of all loans made by the Holder to the Maker
under the terms of this Note (each an “Advance”
and collectively the “Advances”) plus simple interest
on the unpaid Advances at an annual rate of six percent (6%) per
annum together with any and all costs, expenses, and other charges
due and payable on this Promissory Note for Multiple Advances
(“Note”). The aggregate principal amount of all
Advances outstanding hereunder shall not exceed Four Hundred
Thousand Dollars ($400,000), and no Advance shall be made after the
Maturity Date.
The unpaid principal shall be the total
amount advanced hereunder, less the amount of the principal
payments made hereon. The Maker warrants that this loan and
all funds advanced hereunder are exclusively for commercial or
business purposes related to the business of Maker. This Note
is given to avoid the execution of an individual Note for each
advance made by Holder.
It is anticipated that Advances shall be
made on the following schedule for the following
purposes:
A. On or about September 24, 2008
Holder shall make an advance in the amount of Fifty Thousand
Dollars ($50,000). Maker represents and warrants that the entire
amount of this Advance shall be forwarded to Logmed GmbH for
payment to Maschinen-Anlagenbau u. Services
(“MAS”) for the benefit of Maker’s account. The
proceeds of this Advance shall be forwarded by Maker to Logmed GmbH
no later than the next business day after receipt. It shall be a
condition precedent to this Advance that the Holder shall have
received notice, written in the English language, from MAS,
addressed to Maker, Holder and Tech-Rock, LLC, in form
satisfactory to Holder and Tech-Rock, LLC, that upon receipt of
this payment of $50,000, MAS shall release any and all claims,
liens and interest in the Utrecht machine (Logmend Model 200SL,
machine number 926) and the Logmed II-100, serial number
K-NR.57.801, which machine is currently located in Spokane,
Washington. The notice shall further authorize Tech-Rock, LLC, or
its agent, to take possession of and remove the Utrecht machine
from the MAS facility.
B. Holder may, at its sole and
absolute discretion and not being under a compulsion to do so, make
additional one or more additional Advances of up to an additional
Three Hundred Fifty Thousand Dollars ($350,000). Holder
may place such terms and conditions upon such additional Advances
as shall be solely satisfactory to Holder.
C. Upon receipt of confirmation
from MAS, written in the English language, that it has received the
$50,000 and any additional Advance (if such written confirmation is
a term or condition of such additional Advance), Holder shall
release Donald Sampson as a Maker of this Note.
1. Definitions.
(a) Cure Period. The term "Cure Period"
means a period of ten (10) days from the time the Maker receives
notice of a Default.
(b) Default. The term "Default" means any
of the following events:
(i) the Maker at any time fails to pay,
when due, any sum owing on this Note; or
(ii) the Maker breaches or fails to
perform any obligation under this Note or any other agreement
between the Maker and the Holder; or
(iii) the Maker files or is served with
any petition for relief under the 11 U.S. C. § 1 et seq. or
any similar federal or state statute, or a proceeding is instituted
against the Maker seeking a readjustment of the Maker's
indebtedness; or
(iv) the Maker assigns any of its assets
for the benefit of its creditors; or
(v) an action is commenced to appoint, or
the Maker consents to the appointment of a receiver or trustee for
all or any part of the Maker's property; or
(vi) the Maker admits, in writing, its
inability to pay its debts as they become due; or
(vii) the Maker becomes insolvent;
or
(viii) a court of competent jurisdiction
enters an order approving a petition seeking a reorganization of
the Maker or appointing a receiver, trustee, or other similar
official of substantially all of Maker's assets.
(c) Default Rate. The term "Default Rate"
means the rate of interest otherwise payable on this Note plus
seven percent (7%).
2. Interest. All sums owing on this Note
shall bear interest from the date of this Note until paid, at
a fixed rate of six percent (6%) per annum. Should the Maker
default on any of the ob
