REVOLVING
LOAN PROMISSORY NOTE
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$1,000,000.00
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October 24,
2007
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FOR VALUE RECEIVED, CASHEXPRESS
LIMITED , a corporation
organized and existing under the laws of St. Vincent and the
Grenadines (the “ Borrower ”), promises to pay
to the order of MAPCASH HOLDINGS, LLC , a New York limited
liability company (“ Lender ”), the principal
sum of One Million Dollars ($1,000,000.00) (the “
Principal Sum ”), or so much of the Principal Sum as
is outstanding from time to time.
1.
Advances and Re-advances . Until the Lender shall
call this Note for repayment, the Lender shall make advances to the
Borrower of all or any portion of the Principal Sum from time to
time as requested by the Borrower. Until the Lender shall call this
Note for repayment, the Borrower shall have the right to repay all
or any portion of the Principal Sum from time to time and request
re-advances of all or any portion of the Principal Sum, provided
that the total amount outstanding at any time shall not exceed the
Principal Sum plus accrued Base Interest for one month. Each such
advance shall be recorded on a ledger maintained by the Lender and
attached to this Note.
2.
Base Interest and Payments . Commencing on the date
of each advance of the Principal Sum, and continuing until
repayment in full of all sums due hereunder, the unpaid Principal
Sum shall bear interest at 15% per annum (“ Base
Interest ”).
3.
Payments and Maturity . Accrued interest on the
unpaid balance of the Principal Sum shall be due and payable on the
first day of each January, April, July and October after the date
hereof. The full outstanding balance of the Principal Sum together
with all accrued and unpaid Base Interest, Default Interest and
other amounts due hereunder shall be payable ON DEMAND.
4.
Application and Place of Payments . All payments made
on account of this Note shall be applied (a) first, to the payment
of any late charges, costs or expenses then due hereunder,
(b) second, to the payment of accrued and unpaid Default
Interest then due hereunder, (c) third, to the payment of accrued
and unpaid Base Interest due hereunder, and (d) fourth, to the
total payment of the unpaid Principal Sum due hereunder. All
payments on account of this Note shall be paid in lawful money of
the United States of America in immediately available funds during
regular business hours of the Lender or at such other times and
places as the Lender may at any time and from time to time
designate in writing to the Borrower.
5.
Prepayment . The Borrower may prepay the
unpaid Principal Sum in whole or in part, at any time or from time
to time, without premium or penalty.
6.
Events of Default . The following shall constitute
“ Events of Default ” hereunder: (a) The failure
of the Borrower to pay to the Lender when due any and all amounts
payable by the Borrower to the Lender under the terms of this Note
which failure or breach continues for more than ten days after
written notice thereof to the Borrower from the Lender; and (b) If
the Borro