Exhibit 10.1
REVOLVING CONVERTIBLE LOAN
NOTE
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LENDER:
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BORROWER:
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Gary A.
Agron
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Retrospettiva,
Inc.
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Boro
Vukadinovic
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112 West 9th Street,
Suite 518
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5445 DTC Parkway, Suite
520
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Los Angeles, California
90015
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Greenwood Village,
Colorado 80111
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Attn: Boro
Vukadinovic
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Attn: Gary A.
Agron
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DATE OF NOTE: November
14, 2007
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INTEREST RATE:
8%
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PRINCIPAL AMOUNT:
$133,333
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1.
Promise to Pay. Retrospettiva, Inc., a California
corporation (“ Borrower ”), promises to pay to
Gary A. Agron and Boro Vukadinovic (collectively, the “
Lender ”), or order, in lawful money of the United
States of America and in immediately available funds, the principal
sum of ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE
AND NO/100 DOLLARS ($133,333) (or such lesser amount as shall equal
the aggregate unpaid principal amount of the Loans made by the
Lender to the Borrower under the Revolving Credit Agreement by and
between Borrower and Lender dated as of November 14, 2007, as
amended, supplemented or otherwise modified and in effect from time
to time, the “ Loan Agreement ”), on demand, and
to pay interest on the unpaid principal amount of each such Loan in
like money and funds, for the period commencing on the date of such
Loan until such Loan shall be paid in full, at the interest rate
per annum set forth herein. Terms used but not defined in this Note
have the respective meanings assigned to them in the Loan
Agreement.
2.
Recording of Loans. The date and amount of each Loan made by
the Lender to the Borrower, and each payment made on account of the
principal thereof, shall be recorded by the Lender on its books
and, prior to any transfer of this Revolving Convertible Loan Note
(“ Note ”), endorsed by the Lender on the
Schedule attached hereto or any continuation thereof;
provided that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the
Loan Agreement or hereunder in respect of the Loans made by the
Lender.
3.
Payment. The loan, including all principal and accrued
interest not yet paid shall be due on demand. Borrower will pay
Lender at Lender’s address shown above or at such other place
as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to any
unpaid collection costs, then to accrued unpaid interest and any
remaining amount then to principal.
4.
Interest Rate. The interest rate on this Note is six percent
(8%) percent per annum.
5.
Prepayment. Borrower may pay without penalty all or a portion
of the amount owed earlier than it is due. Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of
Borrower’s obligation to continue to make payments under the
payment
schedule, but rather,
they will reduce the principal balance due and may result in
Borrower’s making fewer payments.
6.
Default. Borrower will be in default if any of the following
happens: (a) Borrower fails to make any payment within ten
(10) days of when due; (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to perform promptly
at the time and strictly in the manner provided in this Note or any
agreement including but not limited to the Loan Agreement related
to this Note, or in any other agreement or loan Borrower has with
Lender; (c) Any representation or statement made or furnished to
Lender by Borrower or on Borrower’s behalf is false or
misleading in an
