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EXHIBIT 10.1
PROMISSORY NOTE AND SECURITY AGREEMENT
$ 1,500,000
July 14, 2006
FOR VALUE RECEIVED, the undersigned, 1st GLOBAL FINANCIAL
CORPORATION,
a Nevada corporation (Borrower), promises to pay to the order of
Seamless Wi-Fi,
Inc. (Lender) the principal sum of up to One Million Five Hundred
Thousand
Dollars ($1,500,000.00), together with all interest due thereon, on
the
following terms:
1. INTEREST RATE. The unpaid principal balance shall bear interest
at
the rate of Twelve percent (12%) per annum; however, in the event
of Default,
the interest rate shall become Eighteen percent (18%) per annum on
the principal
balance and accrued interest until paid in full. In no event shall
Borrower ever
be obligated to pay interest in excess of the highest lawful rate
in the state
of Nevada.
2. PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall begin
making
monthly installment payments ("Installment Payment(s)") in the
amount of Thirty
Six Thousand Dollars ($36,000) beginning at the earlier occurrence
of (the
"Installment Start Date"), and then monthly thereafter: a) 90 days
after the
Borrower's Rule 504 Section D, Private Placement begins to fund; b)
Forty-five
(45) days after the end of any quarter (based on a calendar year)
that the
Borrower's operations generate an EATI (EATI is defined as earnings
after taxes
and interest (including then current interest due on this
Promissory Note). The
entire principal amount, and all interest due thereon, shall be
repaid by July
14, 2009 ("Maturity Date"). At the sole discretion of Lender, the
Maturity Date
may be extended, with all then due principal and interest due
subject to
origination fees and to new terms and conditions, at Lender's sole
discretion.
For each Installment Payment, allocation of interest and principal
shall be
based on a sixty (60) month amortization ("Note Amortization
Timeframe") of the
amount of principal and accrued interest due at the Installment
Start Date. On
the Maturity Date, all then remaining principal and interest due
shall be paid
in one final "balloon" payment. For any additional loan proceeds
received by
Borrower after the Installment Start Date, the additional proceeds
will be added
to the then outstanding, principal and accrued interest, and the
Installment
Payments thereafter will have interest and principal payments
apportioned based
on an amortization of the principal and accrued interest, then due,
over the
then remaining months of the Note Amortization Timeframe. Borrower
will pay
Lender a late fee of ten percent (10%) of any installment payment
is not paid
within 10 days after it is due.
All Installment Payments and other payments shall be made to
Lender's address as listed in Section 9, or any other address
Lender may
designate by notice, pursuant to Section 9, or to any other payee
as designated
by Lender to Borrower.
3. EVENTS OF DEFAULT. An Event of Default ("Default"), wherever
used
herein, means any one of the following events:
(a) The failure by Borrower to make any payment of principal
or interest when either is due, and the continuance of such failure
for
a period of twenty (20) days; or
(b) The entry of a decree or order by any court having
jurisdiction adjudging Borrower bankrupt or insolvent, or approving
as
properly filed, any petition seeking reorganization,
arrangement,
adjustment, or composition of Borrower under the Federal
Bankruptcy
Code or any other similar federal or state law, or appointing a
receiver, liquidator, assignee, or trustee, for Borrower or for
any
substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree
or
order in effect for a period of sixty (60) consecutive days; or
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(c) The institution by Borrower of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by Borrower to
the
institution of bankruptcy or insolvency proceedings against
Borrower,
or the filing by Borrower of a petition or answer or consent
seeking
reorganization or relief under the Federal Bankruptcy code or any
other
similar federal or state law, or the consent by Borrower to the
filing
of any such petition or to the appointment of a receiver,
liquidator,
assignee, or trustee, for Borrower or for any substantial part
of
Borrower's property; or the making by Borrower of an assignment for
the
benefit of creditors, or the admission by Borrower in writing
of
Borrower's inability to pay Borrower's debts generally as they
become
due, or the taking of corporate action by Borrower in furtherance
of
any such action; or
(d) Borrower's default of any other Agreement between Borrower
and Lender.
4. REMEDY. If any Default shall occur and is continuing, then, in
every
such event, Lender may, at Lender's option, and by written notice
to Borrower,
declare the entire unpaid principal balance and all interest
accrued thereon
pursuant to this Promissory Note immediately due and payable, and
whereupon,
such amount shall be immediately due and payable. Lender may
accelerate maturity
hereof during any default by the Borrower regardless of any prior
forbearance by
Lender.
5. PREPAYMENT. Borrower may prepay the principal amount outstanding
in
whole or in part without penalty at any time. Any prepayment shall
apply first
to accrued interest, then to principal. Prepayments, if any, shall
not alter,
change, amend, or modify installment payment amounts, or the due
dates of any
succeeding payments required by this Promissory Note.
6. WAIVER. Borrower, and each surety, endorser, guarantor, and
other
party no
