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PROMISSORY
NOTE
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US$20,000.00
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July
9, 2010
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FOR VALUE
RECEIVED, the undersigned, Innolog Holdings Corporation, a Nevada Corporation,
(the “Maker”), promises to pay to Ram Agarwal, 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 twenty two thousand United States dollars
($22,000.00) 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 $2,000.00 paid
on or prior to August 9, 2010. If payment is received after August 9, 2010 then
Payee will receive $4,000.00.
2.
Repayment
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.
3.
Fee
Innolog
Holdings Corporation shall issue to Payee 20,000 Warrants at $ .50 cents for
five years.
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.
IN WITNESS WHEREOF, Maker has caused
this Note to be executed as of the day and year first above
written.
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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