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Promissory Note

Promissory Note

Promissory Note | Document Parties: CALYPSO WIRELESS INC You are currently viewing:
This Promissory Note involves

CALYPSO WIRELESS INC

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Title: Promissory Note
Governing Law: Texas     Date: 6/29/2009
Industry: Communications Services     Sector: Services

Promissory Note, Parties: calypso wireless inc
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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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