f10q1209ex4ii_entertainarts.htm


     

    Exhibit
4.2

    Entertainment
Art Inc.

     

    5 North
Village Avenue

    2nd
floor

    Rockville
Centre, NY 11570

    Phone:
  (516) 887-8200

    Fax:
     (516) 887-8250

    


    PROMISSORY
NOTE

    
    

     

    
      	October 31,
      2009	$9,000


    

     

    Entertainment Art Inc., a
Corporation under the laws of Nevada (“Issuer”), hereby promises to pay to the
order of Camal Group SA, a Corporation under the laws of Panama (“Noteholder”)
the principal sum of nine thousand ($9,000) 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:

     

     

    
      
        
        

      

      
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      	(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 be 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

       

    

     

     

     

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