ex10-5.htm


    Exhibit 10.5

     

    
      PROMISSORY
NOTE

      


      

        
          	
                  US$3,000

                	
                  March
      13, 2007

                


        

      

       

       

      FOR VALUE RECEIVED, JEANNOT’S
FURNISHINGS OF FLORIDA, INC., a Florida corporation (the
“Maker”), agrees and promises to pay to the order of Jeannot McCarthy, her
successors and/or assigns (the “Holder”) on or before the earlier of (a)
December 31, 2010 or (b) the date the Maker generates a minimum of $300,000 in
revenues/sales (the “Maturity Date”) at the Holder’s address at 201 Holly Lane, Plantation,
Florida   33317, or such other place as designated in
writing by the Holder of this Promissory Note, the principal sum of THREE
THOUSAND Dollars (US$3,000.00) (the “Loan”), with interest at a rate of 6% per
annum, payable in lawful money of the United States which shall be legal tender
in payment of all debts at the time of payment.

      


      This Promissory Note may be prepaid at
any time prior to the Maturity Date by the Maker without premium or
penalty.

      


      The Maker shall pay the Loan and
interest to the Holder prior to Maturity Date as soon as Maker shall have raised
gross proceeds of at least $300,000 from any financing undertaken by the
Company.

      


      The entire principal amount of the
Loan, shall be due and payable on the Maturity Date.  In the event
that any payment of principal falls due to a day that is Saturday, Sunday or
holiday when national banks in the United States must or may be closed for
business, the payment shall be due on the immediately following business
day.

      


      While any default exists in the making
of any of the payment under this Promissory Note, the Maker hereby promises to
pay on the first day of each month interest on the principal balance of this
Promissory Note then outstanding at the rate representing eighteen percent (18%)
per annum.

      


      It is the intent of parties hereto that
in no event shall the amount of interest due or payment in the nature of
interest payable hereunder exceed the maximum rate of interest allowed by
applicable law, as amended from time to time, and in the event any such payment
is paid by the Maker or received by Holder, then such excess sum shall be
credited as a prepayment of principal, unless the Maker shall notify the Holder,
in writing, that the Maker elects to have such excess sum returned
forthwith.

      


      This Promissory Note shall not be
modified except by an instrument in writing signed by the party against whom
enforcements of such modification is sought.

      


      This Promissory Note shall be governed
and construed in accordance with the laws of the State of Florida, without
regard to conflict of laws or principles thereof.  Any suit or
proceeding relating to this Promissory Note shall be brought or instituted only
in a court of competent jurisdiction in Broward County, Florida.

      


      The Maker consents and agrees to any
and all extensions of time, renewals, waivers or modifications that may be
granted by the Holder with respect to this Promissory Note.

      


      No waiver by the Holder of any default
hereunder shall be deemed to constitute a waiver of any subsequent
default.  No exercise of any right or remedy hereunder shall preclude
the exercise of any other right or remedy.

      


      
        
          
          

        

        
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      The Maker agrees to pay or reimburse
the Holder and any other holder hereof of all costs and expenses of preparing,
seeking advice in regard to, enforcing, and preserving its rights under this
Note or any document or instrument executed in the connection herewith
(including reasonable attorneys’ fees and costs and reasonable time charges of
attorneys who may be employees of the Holder, whether in or out of court, in
original or appellate proceedings or in bankruptcy.)

      


      The
Maker, any endorses, sureties, guarantors and all others who are, or may become,
liable for the payment hereof severally:  (a) waive presentment for
payment, demand, notice of demand, notice of non-payment or dishonor, protest
and notice of protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Note, (b) consent to all extensions of time, renewals, postponements of
time of payment of this Note or other modifications hereof from time to time
prior to or after the maturity date hereof, whether by acceleration or in due
course, without notice, consent or consideration to any of the foregoing, (c)
agree to any substitution, exchange, addition or release of any party or person
primarily or secondarily liable hereon, (d) agree that Holder shall not first be
required to institute any suit, or to exhaust its remedies against the Maker or
any other person or party to become liable  hereunder or against the
security in order  to enforce payment of this Note, and (e) agree
that, notwithstanding the occurrence of any of the foregoing (except by the
express written release by Holder of any such person), the Maker shall be and
remain directly and primarily liable for all sums due under this
Note.

      


      THE MAKER HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRRECOABLEY WAIVES ANY RIGHT THAT IT MAY HAVE TO
A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM PERTAINIG TO ANY
MATTERS WHATSOEVER ARISIING OUT OF OR IN ANY WAY CONNECTED WITH THIS PROMISSORY
NOTE, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR THE HOLDER TO MAKE THE TO THE
MAKER.

      


      All documentary stamp or other taxes
(if any) required by law at any time to be affixed to this Promissory Note shall
be paid by the Maker.  The Maker agrees to indemnify and hold the
Holder and each of its officers, directors, employees, affiliates, successors
and assigns harmless from and against the aggregate of all expenses, losses,
costs, deficiencies, liabilities, penalties, fines, fees and damages (including,
without limitation, related reasonable counsel and paralegal fees and expenses)
incurred or suffered by the Holder arising out of or resulting from the Maker’s
failure to pay such documentary stamp or other tax.

      


      IN WITNESS WHEREOF, the Maker has duly
executed this Promissory Note as of the day and year first above
written.

      


      JEANNOT’S FURNISHINGS OF FLORIDA,
INC.

      


      


      


      By: __________________________________                                                               

      Jeannot McCarthy,
President

       

      
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