Exhibit
10.1
UNSECURED
PROMISSORY
NOTE
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$1,400,914.00
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Nanuet, NY
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Dated:June 30,
2008
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Promise to
Pay
FOR VALUE RECEIVED, Vemics, Inc, a Nevada
Corporation, with a business office at 523 Avalon
Gardens, Nanuet, NY 10954, (hereinafter referred to as the
“Debtor”) promises to pay to the order of Chandler
Coddington (hereinafter referred to as the
“Lender”) with business offices at 141 Oakwood Drive,
Murray Hill, N.J. 07974, the principal amount of ONE MILLION
FOUR HUNDRED THOUSAND NINE HUNDRED FOURTEEN DOLLARS AND 00/100
CENTS (“$1,400,914.00”), in lawful money of the
United States of America, and to pay interest on the principal
amount outstanding hereunder, in like funds, at an interest rate
equal to eight percent (8%) per year until such principal
and interest amount has been paid in full.
The Lender may enforce any provisions of this
Note against any one or more of the Debtors who sign this
Note.
Terms of
Borrowing
The term of this Note shall be for a period of
three (3) year. All principal and interest shall be due
payable in full on or before June 30, 2011 with interest to be
calculated from the date of the note to date of payment. In
addition, Debtor agrees to pay Lender or its designee an interest
payment of up to two thousand dollars (“$2,500.00”) on
or before July 1, 2008 and on or before the first day of each
following month until the entire amount of the loan is paid in
full. Said amount will be deducted from the interest
accrued on the amount outstanding of the note.
Late
Charges
Debtor agrees that if any installment payment
shall not be paid on or before the 15
th
day after its due date
thereof, it would be impracticable or extremely difficult to fix
the actual damages resulting to the Lender. Therefore,
Debtor agrees to pay to the Lender a late charge of $150.00
for each payment per month for each month that a payment remains
unpaid, as liquidated damages and not as a penalty, to compensate
the Lender for the expenses of administering the
default.
Event of Default; Notice to
Cure
The happening of any of the following events
shall constitute an Event of Default under this Note:
(a) Nonpayment
of any installment of principal or interest on or before the
thirtieth (60 th )
day after its due date;
(b) Sale
of substantially all of the assets of the Debtor;
(c) Filing
of a petition in bankruptcy, by or against, the Debtor;
(d) Appointment
of a Receiver for the Debtor;
Lender shall provide Debtor with written notice
of the occurrence of any Event of Default described above (except
in the event of non-payment of principal and
interest). Debtor shall have fifteen (15) days
from the date of receipt of written notice to cure the default or,
if cure is not possible, to provide Lender with additional
assurances satisfactory to Lender. If the default is not
cured within said fifteen (15) day period or assurances
satisfactory to Lender are not given, as the case may be, then
Lender may accelerate the unpaid balance of the Note and be
entitled to such other remedies herein.
Acceleration upon
Default
Upon the occurrence of an Event of a Default as
set forth in the immediately preceding paragraph and if such Event
of Default is not cured within fifteen (15) days from the
date of
