**Exhibit 10.59**

 

 

PROMISSORYNOTE

 

| $530,000.00 |   | Seattle,  Washington |
|-------------|--------|----------------------|
|        |   | January  30, 2002    |

 

                FORVALUE RECEIVED, the undersigned promise to pay to Centrum Financial Services,Inc., a Washington corporation, or order, at P.O. Box 2243, Seattle, Washington98111-2243, or at such other address as the holder hereof may hereafter directin writing, the sum of FIVE HUNDRED THIRTY THOUSAND and no/100 DOLLARS($530,000.00), in lawful money of the United States, with interest thereon fromthe date hereof, at the rate hereinafter provided, payable as follows:

 

An amount equal to all thenunpaid accrued interest on or before the 1st day of March, 2002, and a sumequal to all then unpaid accrued interest on or before the same day of eachsucceeding calendar month thereafter until such time as this note is paid infull, which payments are subject to adjustment as hereinafter provided.  The undersigned further agree to payinterest from the date hereof, on the principal balance, and the diminishingamounts thereof, at a rate equal to 6.00% per annum above the prime lendingrate established by Bank of America for commercial loans in the Seattle area,which rate is presently set at 4.75% per annum, or 15.00% per annum, whicheveris higher.  The interest rate hereinshall be adjusted on the date hereof, and daily thereafter, to an amount equalto 6.00% per annum above the prime lending rate, or 15.00% per annum, whicheveris higher.  Interest shall be deductedfrom each monthly installment and the balance, if any, shall be applied inreduction of principal.  The monthlypayments shall be adjusted, on the date the interest rate is adjusted asprovided above, to a sum equal to the amount of interest which accrues monthlypursuant to this note.  In any event,the undersigned agrees to pay this note in full on or before February 1, 2003.

 

                IfBank of America ceases to establish a prime lending rate, or such rate isotherwise unavailable, the holder hereof may choose a reasonably comparablesubstitute in its sole discretion.

 

                Ifany monthly installment or other payment under this note is not received by theholder hereof within 5 calendar days after the installment or payment is due,the undersigned agrees to pay the holder hereof a late charge of 5.00% of suchdelinquent installment and/or payment.

 

                Theundersigned may prepay this note in whole, or in part, at any time withoutpenalty.

 

                Theundersigned hereby represents and warrants to the holder hereof as follows:

 

(1)                                  That BrookhavenHomes Limited Partnership is a limited partnership duly organized and existingpursuant to the laws of the State of Nevada, has paid all fees last due saidState, and is in good standing therewith; that Entity Planners International,Inc., a Nevada corporation is the sole general partner of Brookhaven HomesLimited Partnership, and that the party signing for Brookhaven Homes LimitedPartnership and Entity Planners International, Inc. has good and sufficientauthority to bind such entity to the terms and conditions of this note as wellas any other documents executed in connection with the loan that is the subjecthereof;

 

AND that Seattle TacomaExecutive Properties Limited Partnership is a limited partnership dulyorganized and existing pursuant to the laws of the State of Nevada, has 

 

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paid all fees last due saidState, and is in good standing therewith; that Entity Planners International,Inc., a Nevada corporation is the sole general partner of Seattle TacomaExecutive Properties Limited Partnership, and that the party signing forSeattle Tacoma Executive Properties and Entity Planners International, Inc. hasgood and sufficient authority to bind such entity to the terms and conditionsof this note as well as any other documents executed in connection with theloan that is the subject hereof;

 

AND That Stock MarketInstitute of Learning, Inc., is a corporation duly organized and existingpursuant to the laws of the State of Nevada, has paid all fees last due saidState, and is good standing therewith; that the party signing for Stock MarketInstitute of Learning, Inc has good and sufficient authority to bind suchentity to the terms and conditions of this note as well as any other documentsexecuted in connection with the loan that is the subject hereof.

 

(2)                                  That theproceeds of this note will be used exclusively for commercial and businesspurposes only;

 

(3)                                  That thistransaction has been negotiated and consummated in the State of Washington;

 

(4)                                  That alldocuments executed and delivered in connection with this transaction have beenexecuted and delivered in the State of Washington;

 

(5)                                  That the lawsof the State of Washington shall govern the validity and construction of thisnote; and

 

(6)                                  That theundersigned have received an opinion of independent counsel that the loanrepresented by this note is not usurious under the laws of the State ofWashington.

 

                Thewhole sum of both principal and interest of this note shall be due and payablein full without further notice, at the option of the holder hereof in the eventthat any of the security for this note, or any part thereof, or any interesttherein, is directly or indirectly, voluntarily or involuntarily, sold,transferred, exchanged, or pledged in any way and any of such events shall be adefault under the terms and conditions of this note.

 

                Inthe event of a default in the payment of this note, or in the event of anyother default under the terms and conditions of this note as described herein,the whole sum of both principal and interest shall become due and payable atonce without further notice at the option of the holder hereof, and after anysuch default, this note shall bear interest at the rate which is 20.00% perannum higher than the interest rate otherwise charged in connection with thisNote, or 36.00% per annum, whichever is higher.  If by reason of any default it becomes necessary for the holderof this note to employ an attorney, or if an action is instituted, theundersigned promises to pay the costs of collection, including reasonableattorney's fees, and agrees, at the option of the holder hereof, that the venueof any such action shall be laid in King County, Washington.  Failure of the holder hereof to acceleratepayment of this note shall not constitute a waiver of the exercise of thisright if default is not cured or if the undersigned again defaults.

 

                Eachand every part to this note, and all persons now or hereafter liable for thepayment or performance of any of the conditions hereof, shall be bound jointlyand severally, and hereby waive presentment, demand, protest and notice ofnonpayment of this note, and consent that that holder hereof may extend thetime of payment or otherwise modify the terms of payment of any part or wholeof the debt evidenced by this note at the request of any party liable herein,and agree that such consent shall in no way alter or diminish any liability ofany party hereon.

 

 

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                Thisnote is secured by a Deed of Trust of even date on property in King County,Washington.

 

 

|   |   | BROOKHAVEN HOMES LIMITED  PARTNERSHIP                    |
|--------|--------|----------------------------------------------------------|
| by:    |   | Entity Planners  International, Inc., its                |
|   |   | General Partner                                          |
|   |   |                                                     |   |   |
|   |   |                                                     |   |   |
|   |   | by:                                                      |   | /s/ Cynthia C. Britten CFO |
|   |   |                                                     |   | Cynthia C. Britten |
|   |   |                                                     |   | Chief Financial Officer |
|   |   |                                                     |   |   |
|   |   |                                                     |   |   |
|   |   | SEATTLE TACOMA EXECUTIVE  PROPERTIES LIMITED PARTNERSHIP |
| by:    |   | Entity Planners  International, Inc., its                |
|   |   | General Partner                                          |
|   |   |                                                     |   |   |
|   |   |                                                     |   |   |
|   |   | by:                                                      |   | /s/ Cynthia C. Britten CFO |
|   |   |                                                     |   | Cynthia C. Britten |
|   |   |                                                     |   | Chief Financial Officer |
|   |   |                                                     |   |   |
|   |   |                                                     |   |   |
|   |   | STOCK MARKET INSTITUTE OF  LEARNING, INC.                |
|   |   |                                                     |   |   |
|   |   |                                                     |   |   |
|   |   |                                                     |
| by:    |   | /s/ Cynthia C. Britten CFO                               |
|   |   | Cynthia C. Britten                                       |
|   |   | Chief Financial Officer                                  |

 

 

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