Prommisory Note


    
      

      

    

    EXHIBIT
      10.17

    
 

    
      PROMISSORY
        NOTE

      


      
        


        
          	$30,000.00	
                  April
                    12, 2006

                


        

                

      

      


      1. Obligation.
        For value received, LitFunding Corp., a Nevada corporation (the “Maker”), with
        offices at 6375 Pecos Road, Suite 217, Las Vegas, Nevada 89120 promises to
        pay
        to Imperial Capital Holdings, LLC, with offices at Apdo. 10559-1000, San
        Jose,
        Costa Rica, or its order (the “Holder”) the Principal Amount and Interest (both
        as defined below) in the manner and upon the terms and conditions set forth
        herein.

      


      2. Amount
        and Payment. The principal amount (“Principal Amount”) of this Promissory
        Note (the “Note”) is Thirty Thousand Dollars and No Cents ($30,000.00). This
        Note shall bear interest on the unpaid Principal Amount of twelve percent
        (12%)
        per annum simple interest. The entire Principal Amount and accrued Interest
        shall be due and payable on July 12, 2006. All interest payable on the Principal
        Amount of this Note shall be calculated on the basis of a 360-day year. This
        Note may be prepaid in whole or part, without penalty, at any time.


      


      3. Manner
        and Place of Payment. Payment of the Principal Amount and Interest shall be
        made in lawful money of the United States of America. Such payment shall
        be
        delivered to the address of the Holder set forth in the records of the Maker
        or
        at such other place as the Holder shall have designated to the Maker in writing.
        

      


      4. Events
        of Default. The following shall each constitute an “Event of Default” under
        this Note: (i) default in the payment when due of Principal Amount and Interest,
        and such default shall continue for a period of five (5) days; and (ii) any
        of
        the following events of bankruptcy or insolvency: (A) the Maker shall file
        a
        voluntary bankruptcy or reorganization petition under the provisions of the
        Federal Bankruptcy Act, any other bankruptcy or insolvency law or any other
        similar statute applicable to the Maker (“Bankruptcy Laws”), (B) the Maker shall
        consent to the filing of any bankruptcy or reorganization petition against
        it
        under any Bankruptcy Law, or (C) the Maker shall file a petition or answer
        or
        consent seeking relief or assisting in seeking relief for the Maker in a
        proceeding under any Bankruptcy Law or any answer admitting the material
        allegations of a petition filed against it in such a proceeding.

      


      5. Remedies
        Upon Event of Default. Upon the occurrence of an Event of Default specified
        in Section 4 above, the Holder shall have to right to declare that all the
        Principal Amount of and Interest on this Note shall, at the option of Holder,
        be
        immediately due and payable, without further presentment, notice or demand
        for
        payment. The Maker hereby agrees and acknowledges that the exercise of such
        rights shall not be construed as an election of remedy by the Holder or the
        Holder’s waiver of right to sue on this Note. In the event of default, the
        unpaid Principal and Interest shall bear Interest at a default rate of
        twenty-four percent (24%) or the maximum amount chargeable by law if less.
        

      


      6. Expenses
        of Enforcement. The Maker agrees to pay all reasonable costs and expenses,
        including, without limitation, reasonable attorneys’ fees, as a court of
        competent jurisdiction shall award, which the Holder shall incur in connection
        with any legal action or legal proceeding commenced for the collection of
        this
        Note or the exercise, preservation or enforcement of the Holder’s rights and
        remedies thereunder.

      


      7. Cumulative
        Rights and Remedies. All rights and remedies of the Holder under this Note
        shall be cumulative and not alternative and shall be in addition to all rights
        and remedies available to the Holder under applicable law.

      


      8. Governing
        Law. This Note shall be governed by and interpreted and construed in
        accordance with the laws of the Country of Costa Rica.

      


      IN
        WITNESS WHEREOF, Maker has caused this Note to be executed and delivered
        as of
        the day and year first above written.

       

      
        
          	 	 	 	“Maker”
	 	 	 	LitFunding
                  Corp.
                  
	 	 	 	a Nevada
                  corporation
	 	 	 	 
	 	 	 	 
	 	 	
                  By:  
                    

                	/s/ Morton
                  Reed
	
                	 	 	
                  
Morton
                  Reed, Chief Executive Officer



        

         

      

    

     

    
      
        
        

      

      
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    PROMISSORY
      NOTE EXTENSION AGREEMENT

    


    
      	$30,000.00	
               July
                17,
                2006

            


    

            


    This
      Promissory Note Extension Agreement is executed as of the 12th
      day of
      October, 2006. 

    


    For
      value
      received, LitFunding Corp., a Nevada corporation (the “Maker”), with offices at
      6375 Pecos Rd., Las Vegas, Nevada 89120 promised to pay to Imperial Capital
      Holdings, LLC, with offices at Apdo. 10559-1000, San Jose, Costa Rica, or its
      order (the “Holder”) the Principal Amount and Interest (both as defined below)
      in the manner and upon the terms and conditions as set forth in that Promissory
      Note (“Note”) in the sum of Thirty thousand dollars ($30,000), dated April 12,
      2006, which Note became due and payable on July 12, 2006, and was subsequently
      extended to have a maturity date of October 12, 2006.

    


    By
      execution by the parties herein, this Promissory Note Extension Agreement
      extends the Maturity Date of the Note to and including March 31, 2007. All
      terms
      and conditions of the Note shall remain the same other than the Maturity Date,
      which shall be March 31, 2007. In consideration for the second extension of
      the
      Note, Maker agrees to pay to Holder an additional 200,000 shares of common
      stock
      of Maker, which common stock shall be consideration for the extension of the
      Note in addition to constituting the accrued interest on the Note through the
      Maturity Date of October 12, 2006. The 200,000 shares of common stock shall
      be
      registered pursuant to Form SB-2, which registration shall be filed with the
      Securities and Exchange Commission, no later than seventy five (75) days from
      the date hereof. 

    


    


    IN
      WITNESS WHEREOF, Maker and Holder have caused this Promissory Note Extension
      Agreement to be executed and delivered as of the day and year first above
      written.

     

     

    
      	 	 	 	“Maker”
	 	 	 	LitFunding
              Corp.
              
	 	 	 	a Nevada
              corporation
	 	 	 	 
	 	 	 	 
	 	 	
              By:  
                

            	/s/ Morton
              Reed
	
            	 	 	
              
Morton
              Reed, Chief Executive Officer



    

     

     

    
      	 	 	 	
              “Holder”

            
	 	 	 	Imperial Capital
              Holdings, LLC.
	 	 	 	 
	 	 	 	 
	 	 	
              By:
                 

            	/s/ Maritza
              Sanabria
	
            	 	 	
              
Maritza
              Sanabria, Managing Director


    

     

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