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Promissory Note
Date:
August 15, 2008
Borrower: Calypso Wireless,
Inc., a Delaware corporation.
Borrower's Mailing
Address:
Calypso Wireless,
Inc . 21 Waterway Ave.,
Suite 300 The Woodlands, Texas 77380 Montgomery County
Lender:
Drago Daic.
Place for
Payment:
14405 Walters Road, Suite 800
Houston, Harris County, Texas 77014, or any other place that Lender
may designate in writing.
Principal Amount:
$61,250.00
Annual Interest
Rate: Eight Percent
(8%)
Maturity Date:
November 15, 2008
Annual Interest Rate on
Matured, Unpaid Amounts: Eighteen Percent (18%)
Terms of Payment (principal
and interest):
The Principal Amount is due and
payable on NOT" ember 15,2008, and the interest is due and payable
at maturity as follows: Accrued interest and unpaid principal are
due and payable in full at maturity.. Payments will be applied
first to accrued interest and the remainder to reduction of the
Principal Amount.
Security for
Payment: This note is
secured by a security interest created in a security agreement that
covers All ofBoITower's interest in the following personal property
and all proceeds ofsuch property, including Chinese Patent
Application No. 01116237.6, covering Communication Systemand
Method; United States ofAmericapatentapplicationpertaining to the
Hybrid Communication System and Method, reference No. 1.911-b.04;
and all subsequent patent grants pertaining thereto by the
countries ofThe United States ofAmerica, China, as well as all
patents applications and patent rights subsequently granted to
Borrower by the countries in the United Kingdom, Europe, Asia and
the rest ofthe world, and more fully described on Exhibit "A"
attached hereto and incorporated herein by reference, all
after-acquired collateral ofthe same classification and all
products, increase, and offspring of the collateral.
Other Security for Payment:
None
Borrower promises to pay to the
order of Lender the Principal Amount plus interest at the Annual
Interest Rate. This note is payable at the Place for Payment and
according to the Terms of Payment. All unpaid amounts are due by
the Maturity Date. After maturity, Borrower promises to pay any
unpaid principal balance plus interest at the Annual Interest Rate
on Matured, Unpaid Amounts.
If Borrower defaults in the
payment of this note or in the performance of any obligation in any
instrument securing or collateral to this note, Lender may declare
the unpaid principal balance, earned interest, and any other
amounts owed on the note immediately due. Notwithstanding any other
provision of this note, in the event of a default, before
exercising any of Lender's remedies under this note or any security
agreement securing it, Lender will first give Borrower written
notice of default and Borrower will have ten days after notice is
given in which to cure the default. If the default is not cured ten
days after notice, Borrower and each surety, endorser, and
guarantor waive all demand for payment, presentation for payment,
notice ofintention to accelerate maturity, notice of acceleration
of maturity, protest, and notice ofprotest, to the extent permitted
by law.
Borroweralsopromises to
payreasonableattorney'sfees andcourtandothercosts ifthisnote
isplacedinthehands ofanattorneytocollectorenforcethenote.
Theseexpenseswillbearinterest from the date of advance at the
Annual Interest Rate on Matured, Unpaid Amounts. BOlTower will pay
Lender these expenses and interest on demand at the Place for
Payment. These expenses and interest will become part of the debt
evidenced by the note and will be secured by any security for
payment.
Prepayment: Borrower may prepay
this note in any amount at any time before the Maturity Date
without penalty or premium.
Application of Prepayment:
Prepayments will be applied to installments on the last maturing
principal, and interest on that prepaid principal will immediately
cease to accrue.
Interest on the debt evidenced by
this note will not exceed the maximum rate or amount of nonusurious
interest that may be contracted for, taken, reserved, charged, or
received under law. Any interest in excess of that maximum amount
will be credited on the Principal Amount or, ifthe Principal Amount
has been paid, refunded. On any acceleration or required or
permitted prepayment, anyexcess interestwill
becanceledautomaticallyas ofthe accelerationorprepayment or, if the
excess interest has already been paid, credited on the Principal
Amount or, ifthe Principal Amount has been paid, refunded. This
provision overrides any conflicting provisions in this note and all
other instruments concerning the debt.
Each Borrower is responsible for
all obligations represented by this note.
When the context requires,
singular nouns and pronouns include the plural.
A default exists underthisnote
if(1) (a) Borroweror (b) anyotherpersonliableonanypart of this note
or who grants a lien or security interest on property as security
for any part ofthis note (an "Other Obligated Party") fails to
timely payor perform any obligation or covenant in any written
agreement between Lender and Borrower or any Other Obligated Party;
(2) any warranty, covenant, or representation in this note or in
any other written agreement between Lender and Borrower or any
Other Obligated Party is materially false when made; (3) a receiver
is appointed for Borrower, any Other Obligated Party, or any
property on which a lien or security interest is created as
security (the "Collateral Security") for any part ofthis note; (4)
any Collateral Security is assigned for the benefit ofcreditors;
(5) abankruptcyorinsolvencyproceedingis commencedbyBorrower,
apartnership of which Borrower is a general partner, or an Other
Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is
commenced against Borrower, a partnership ofwhich Borrower is a
general partner, or an Other Obligated Party and (b) the proceeding
continues without dismissal for sixty days, the party against whom
the proceeding is commenced admits the material allegations ofthe
petition against it, or an order for relief is entered; (7) any of
the following parties is dissolved, begins to wind up its affairs,
is authorized to dissolve or wind up its affairs by its governing
body or persons, or any event occurs or condition exists that
permits the dissolution or winding up of the affairs of any of the
following parties: BOlTower, a partnership of which Borrower is a
general partner, or an Other Obligated Patty; and (8) any
Collateral Security is impaired by loss, theft, damage, levy and
execution, issuance of an official writ or order of seizure, or
destruction, unless it is promptly replaced with collateral
security oflike kind and quality or restored to its former
condition.
Ifanyprovision ofthis
noteconflictswithanyprovision ofaloanagreement, deed oftrust, or
security agreement of the same transaction between Lender and
Borrower, the provisions of the security agreement will govern to
the extent of the conflict.
This note will be construed under
the laws of the state of Texas, without regard to choice-of-law
rules of any jurisdiction.
Calypso Wireless, Inc., a
Delaware corporation,
Rich\rd S. Pattin, President
Certificate of Resolutions
Date: August 15, 2008
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