Attached files
PROMISSORY
NOTE
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US$196,000.00
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March
1, 2010
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As
amended on January 22, 2010 in paragraph 7 agreed upon by the
parties.
FOR VALUE
RECEIVED, the undersigned, Innolog Holdings Corporation, a Nevada Corporation,
(the “Maker”), promises to pay to Verle Hammond, an individual (the “Payee”), at
such place as the Payee may later designate in writing, in lawful money of the
United States, the principal sum of one hundred and ninety-six thousand United
States dollars ($196,000.00) in accordance with this promissory note (the
“Note”) under the terms set forth herein.
1. Rate
of Interest
The
outstanding principal balance due under this Note shall bear an interest rate of
a flat amount of $1,500.00 paid on or prior to July 17, 2010. If payment is
received after July 17, 2010 then Payee will receive $3,000.00.
2. Repayment
Principal
and interest due under this Note shall be payable in two equal installments of
$107,800.00 on April 30th and May
30th.
The Maker
shall have the right to prepay at any time and from time to time, in advance of
maturity, without premium or penalty, all or part of the principal amount of
this Note. Each payment shall be applied to the principal balance due. The
maturity date of the Note can be extended with the approval of all
parties.
Make will
also received 196,000 of GCC Warrants.
4. Events
of Default
The
following shall constitute Events of Default hereunder:
(a) If
Maker defaults in the payment of any amount due on this Note when due and
payable hereunder and such default shall continue for a period of five (5) days;
and
(b) If
Maker shall (i) make a general assignment for the benefit of creditors, or (ii)
apply for or consent to the appointment of a receiver, trustee or liquidator for
itself or all or a substantial part of its assets, or (iii) be adjudicated a
bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a
petition or an answer seeking reorganization or an arrangement with creditors or
seeking to take advantage of any other law (whether Federal or state) relating
to relief of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether Federal or state) relating to relief of
debtors, or (v) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves an involuntary petition seeking
reorganization of Maker, or appoints, pursuant to such a petition, a receiver,
trustee or liquidator for it or all or a substantial part of its
assets.
5. Remedies
(a) Upon
the happening of an Event of Default, Payee may, in Payee's sole and absolute
discretion and without notice or demand to Maker, declare the entire amount of
principal and interest thereon remaining outstanding hereunder immediately due
and payable, whereupon, the same shall forthwith become and be due and payable
without any presentment, demand or notice of any kind, all of which are
expressly waived by Maker.
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(b) If
an Event of Default shall occur, the Maker shall pay the Payee, on demand by the
Payee, all reasonable costs and expenses incurred by the Payee in connection
with the collection and enforcement of this Note, including reasonable
attorneys' fees and including additional interest calculated at a 15% interest
rate.
(c) If
an Event of Default shall occur, the Maker’s operating Company, Innovative
Logistics Techniques, Inc. shall guarantee the note and payment will be made
within 15 days of default of this note.
6. Miscellaneous
(a) This
Note shall be deemed to be made and entered into under the laws of the
Commonwealth of Virginia and for all purposes shall be construed and enforced in
accordance with the laws of the Commonwealth of Virginia, but not with respect
to the law of conflicts.
(b) This
Note shall be binding upon Maker and Maker's successors and assigns and shall
inure to the benefit of Payee and Payee's successors and assigns; and each
reference herein to Maker or to Payee shall, except where the context shall
otherwise require, be deemed to include its respective successors and
assigns. Notwithstanding the foregoing, Maker shall not have any
right to assign his obligations hereunder without Payee's prior written
consent.
(c) Any
failure by Payee to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise the same or any other right or remedy at any
subsequent time, and no single or partial exercise of any right or remedy shall
preclude other or further exercise of the same or any other right or
remedy.
(d) None
of the terms and provisions hereof may be waived, altered, modified, or amended
except by an agreement in writing signed by Maker and Payee.
6. Amendment
to the Note
(a) This
Note shall be amended that the parties have agreed for the original principal
payment as reflected on the November 18, 2009 note of $120,000.00 will be paid
not any later than by February 10, 2010. All interest due, which is at the same
rate of the original note, will be paid at that time along with the principal
payment. The Payee will also received 196,000 Warrants of GCC at the same terms
of previous warrants issued for borrowing purposes.
(b) Payee
has also agreed to loan the Maker an additional $76,000.00 to be paid back to
the Payee by the Maker not any later than March 15, 2010. The same terms
including interest as in the original and amended notes will be due at that time
as well. Payee will also receive an additional 76,000 Warrants of GCC at the
same terms as in (a). The additional $76,000.00 will be secured by
the February 1-8 billings on Maker’s contracts with wither the Department of the
Army or Navy. The receivable will be identified to the Payee in writing from the
Maker by February 8, 2010.
(c) Payee
and Maker agree to amend all previous notes and the paragraphs above in 7 a and
b are now void. This new note dated on March 1, 2010 will serve as the final
note between the parties which cancels the November 18, 2009 note and January
22, 2010 note.
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IN
WITNESS WHEREOF, Maker has caused this Note to be executed as of the day and
year first above written.
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Innolog
Holdings Corporation
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By:
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W. P. Danielczyk
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William
P. Danielczyk, Chairman
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Guarantor:
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W. P. Danielczyk
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GCC
Capital Group, LLC
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William
P. Danielczyk, Chairman
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