f10q1209ex4i_entertainarts.htm


    Exhibit
4.1

     

    Entertainment
Art Inc.

     

    5 North
Village Avenue

    2nd
floor

    Rockville
Centre, NY 11570

    Phone:
(516) 887-8200

    Fax:
(516) 887-8250

     

    PROMISSORY
NOTE

     

    
      	August 7, 2009	 $16,000


    

     

    Entertainment
Art
Inc.,
a Corporation under the laws of Nevada ("Issuer"), hereby promises to pay
to the order of Carnal Group SA, a Corporation under the laws of Panama
("Noteholder") the principal sum of sixteen thousand ($16,000) or, if less, the
aggregate unpaid principal amount outstanding on the Maturity Date, in such coin
or currency of the United States of America as at the time of payment shall
be legal tender for the
payment of public and private debts, plus interest accrued thereon at the rate
of 9% per annum. The principal and accrued interest hereunder shall, at the
election of the Noteholder, become immediately due and payable in full five (5)
days after Noteholder demands payment from Issuer (the "Maturity
Date").

     

    The
outstanding principal sum due hereunder may be prepaid by the Issuer at any time
without penalty or premium.

     

    In case
one or more of the following events (each, an "Event of Default") (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be
continuing:

     

    (a) default
in the payment of all or any part of the principal of any of this Note as and
when the same shall become due and payable in accordance with the terms hereof
or otherwise; or

     

    (b) Issuer
pursuant to or within the meaning of any bankruptcy law:

     

    (i) commences
a voluntary case or proceeding,

     

    (ii) consents
to the entry of an order for relief against it in an involuntary case or
proceeding,

     

    (iii) consents
to the appointment of a custodian of it or for all or substantially all of its
property,

     

    (iv) makes a
general assignment for the benefit of its creditors, or

     

    (v)admits
in writing its inability to pay its debts as the same become due; or

     

    (c) a
court of competent jurisdiction enters an order or decree
under any bankruptcy
law that:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i) is for
relief against Issuer in an involuntary case,

     

    (ii) appoints
a custodian of Issuer or for all or
substantially all of the property of Issuer, or

     

    (iii)orders
the liquidation of Issuer,

     

    and such
order or decree remains unstayed and in effect for 30 days;

     

    then, in
each case where an Event of Default occurs, the Noteholder, by notice in writing
to Issuer (the "Acceleration Notice"), may, at its option, declare the
outstanding principal hereunder to be due and payable immediately, and upon any
such declaration the same
shall become immediately due and payable.

     

    No right
or remedy herein conferred upon or reserved to the
Noteholder is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the
extent permitted by law, be
cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder,
or
otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.

     

    This Note shall be governed by and be construed in accordance with
the laws of the State of New York without regard to the conflicts of law rules
of such state. The Issuer hereby irrevocably and
unconditionally submits, for itself and its property, to the jurisdiction of the
courts sitting in New York, and any appellate court from any thereof, in respect
of actions brought against it as a defendant, in any action, suit or proceeding
arising out of or relating to this Note, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action, suit or
proceeding may be heard and determined in such courts. Each of the parties
hereto agrees that a final judgment in any such action, suit or proceeding shall
be conclusive and may he enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Issuer hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and
effectively do so,
any objection which it may now or hereafter have to the laying of venue
of any action, suit or proceeding arising out of or relating to this Note, or in
any court referred to above. Issuer further hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action, suit proceeding in any such court and waives any
other right to which it may be entitled on account of its
place of residence or domicile.

     

    Issuer
hereby waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, except as specifically provided herein, and assent to extensions of the
time of payment, or forbearance or other indulgence without notice.

     

    IN
WITNESS WHEREOF,
Issuer
has caused this Promissory Note to be duly executed as of the date
first set forth above.

     

     

    
      
        By:/s/ Joseph
Koegel                     


        Name:
Joseph Koegel

        
          Title:
President and Chief Executive
Officer