Exhibit 10.18
This note may not be sold, pledged,
transferred or assigned except in a transaction which is exempt
under provisions of the Securities Act of 1933 and any applicable
state securities laws or pursuant to an effective registration
statement; and in the case of an exemption, only if the company has
received an opinion of counsel satisfactory to the Company that
such transaction does not require registration of this
note.
$40,000.00
Promissory Note
April 16, 2009
For value received, the undersigned
Options Media Group Holdings, Inc., a Nevada corporation (the
“Company”), hereby promises to pay to the order of
Whalehaven Capital Fund Limited (the “Holder”), the
principal sum of forty thousand dollars ($40,000.00) or so much
thereof as may, from time to time, be advanced to the Company
hereunder without interest, except in the event of any default
interest shall accrue at 18% per annum (the “Default
Rate”). The principal and any accrued interest is due
and payable on December 31, 2009.
The principal and interest shall be paid
in lawful money of the United States of America to the Holder at
560 Sylvan Avenue, Englewood Cliffs, NJ 07632, or at such other
place as the Holder shall designate for such purpose in
writing.
This Note may be prepaid in whole or in
part, at any time without penalty. Any payment (whether voluntary
or involuntary) shall be applied first to any accrued and unpaid
interest due hereunder up to the date of such prepayment, and then
to the principal sum outstanding hereunder, and the acceptance of
any such prepayment when there is a default under this Note shall
not constitute a waiver, release or accord and satisfaction thereof
or any rights held by the Holder.
This Note shall be in default when
payment shall not have been made on the due date. This Note
shall remain in default until said payment shall have been
made.
No provision hereof shall alter or impair
the obligation of the Company, which is absolute and unconditional,
to pay the principal hereof and interest and premium, if any,
herein at the time and place specified herein.
The rights and remedies of the Holder
shall be cumulative and concurrent, may be pursued separately or
successively, and may be exercised as often as occasion therefore
shall arise. Failure to exercise any right or remedy shall
not be deemed a waiver or release thereof.
The Company hereby waives presentment for
payment, notice of demand, notice of non-payment or dishonor,
protest, notice of protest, notice of intention to accelerate,
notice of
acceleration, and all other notices in
connection with the delivery, acceptance, performance, default, or
enforcement of payment of this Note, and hereby waives all notice
or right of approval of any extensions, renewals, or modifications
or forbearance which may be allowed.
Upon the occurrence of a default, the
interest rate to be paid by the Company on the amount due hereunder
shall continue at the Default Rate even after the entry of a
judgment against the Company.
This Note shall be governed and construed
in accordance with the laws of the State of New York.
The Company agrees that: (a) the
obligation evidenced by this Note is an exempted transaction under
the Truth in Lending Act, 15 U.S.C. Section 1601, et
seq. ; (b) said obligation constitutes a business loan for
the purpose of the application of any laws that distinguish between
consumer loans and business loans and that have as their purpose
the protection of consumers; (c) the proceeds of the indebtedness
evidenced by this Note will not be used for the purchase of
registered equity securities within the purview of Regulation
“U” issued by the Board of Governors of the Federal
Reserve System; and (d) upon demand or upon the due date if no
demand is made, the Holder shall not have an
