ex10-1.htm


     

    
      Exhibit
10.1

       

      
        	
                $50,000.00

              	
                November
      5, 2009

              
	 
      	
                New
      York, New York

              


      

       

      FOR VALUE
RECEIVED, PERVASIP CORP., a New York corporation (the “Maker”), promises to pay
to Valens U.S. SPV I, LLC c/o Laurus Capital Management, LLC (the “Payee”),
ON DEMAND, at 335
Madison Avenue, 10th
Floor, New York, New York 10017, or at such other place as may be designated in
writing by the holder of this Note, the principal sum of FIFTY THOUSAND DOLLARS
($50,000.00), which sum shall be payable in lawful money of the United States of
America, together with interest on the unpaid principal balance computed from
the date hereof at a rate equal to the "prime rate" published in the The Wall
Street Journal from time to time (the "Prime Rate") plus two percent (2.0%) per
annum (the "Contract Rate").  The Contract Rate shall be increased or
decreased as the case may be for each increase or decrease in the Prime Rate in
an amount equal to such increase or decrease in the Prime Rate; each change to
be effective as of the day of the change in the Prime Rate.  Interest
shall be calculated on the basis of the actual number of days elapsed over a
year of 360 days and shall be paid on the first day of each month commencing on
December 1, 2009.

      


      1.           DEFAULT
INTEREST.  In addition to any late payment charge which may be
due under this Note, if the principal sum is not paid in full when due, the
Maker shall thereafter, pay interest on the principal sum then remaining unpaid
from the due date until the date on which the principal sum then outstanding is
paid in full (whether before or after judgment), at a rate (calcu­lated for
the actual number of days elapsed on the basis of a 360-day year) equal to the
rate initially payable hereunder plus 2% per month; provided, however, that such
interest rate shall in no event exceed the maximum interest rate which the Maker
may by law pay.

      


      2.           AUTHORITY.  The
Maker (and the undersigned representatives of the Maker, if any) represents that
the Maker has full power, authority and legal right to execute and deliver this
Note, and that this Note constitutes a valid and binding obligation of the
Maker.

      


      3.           DEFINED
TERMS.  Whenever used, the singular number shall include the
plural, the plural the singular, and the words “Payee” and “Maker” shall include,
respectively, their respective successors and assigns; provided, however, that the
Maker shall in no event or under any circumstance have the right to assign or
transfer its obligations under this Note or the related documents, in whole or
in part, to any other person, party or entity.

      


      4.           HEADINGS,
ETC.  The headings and captions of the numbered paragraphs of
this Note are for convenience of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the provisions
hereof.

      


      5.           ENFORCEABILITY.  The
Maker acknowledges that this Note and the Maker's obligations under this Note
are and shall at all times continue to be absolute and unconditional in all
respects, and shall at all times be valid and enforceable irrespective of any
other agreements or circumstances of any nature whatsoever which might otherwise
constitute a defense to this Note and the obligations of the Maker under this
Note or the obligations of any other person or party relating to this
Note.  This Note and the instruments and documents referred to herein
(collectively and as the same may be amended or otherwise modified from time to
time, the “Documents”) set forth
the entire agreement and understanding of the Payee and the Maker, and the Maker
absolutely, unconditionally and irrevocably waives any and all right to assert
any set-off, counterclaim or crossclaim of any nature whatsoever with respect to
this Note or the obli­gations of the Maker hereunder or thereunder, or the
obligations of any other person or party relating hereto or thereto or to the
obligations of the Maker hereunder or thereunder or otherwise in any action or
proceeding brought by the Payee to collect the Note, or any portion thereof, or
to enforce, foreclose and realize upon the liens and security interests of the
Payee in any collateral (provided, however, that the
foregoing shall not be deemed a waiver of the Maker's right to assert any
compulsory counterclaim maintained in a court of the United States, or of the
State of New York if such counterclaim is compelled under local law or rule of
procedure, nor shall the foregoing be deemed a waiver of the Maker's right to
assert any claim which would constitute a defense, setoff, counterclaim or
crossclaim of any nature whatso­ever against the Payee in any separate
action or proceeding).  The Maker acknowledges that no oral or other
agreements, conditions, promises, understandings, representations or warranties
exist with respect to this Note or with respect to the obligations of the Maker
under this Note, except those specifically set forth in this Note and the
instruments and documents being signed concurrently herewith.

      


      
        
           

        

        
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      6.           WAIVER.  The
Maker waives presentment, demand for payment, notice of dishonor and any or all
notices or demands in connection with the delivery, acceptance,
perfor­mance, default or enforcement of this Note and consents to any or all
delays, extensions of time, renewals, release of any party to any document
related to this Note and of any available security therefor, and any and all
waivers or modifications that may be granted or consented to by the Payee with
regard to the time of payment or with respect to any other provisions of any of
the Documents, and agrees that no such action, delay or failure to act on the
part of the Payee shall be construed as a waiver by the Payee of, or otherwise
affect, in whole or in part, its right to avail itself of any remedy with
respect thereto.  No notice to or demand on the Maker shall be deemed
to be a waiver of the obligation of the Maker or of the right of the Payee to
take further action without further notice or demand as provided in any of the
Documents.

       

      7.           SECURITY
INTEREST.  The Maker acknowledges, ratifies and confirms that
all indebtedness incurred by, and all other obligations and liabilities of, the
Maker under this Note shall constitute an “Obligation” as such
term is defined in (i) the Master Security Agreement, dated as of May 28, 2008,
by and among the Maker and LV Administrative Services, Inc., as administrative
and collateral agent for Payee (the "Agent") (as amended,
restated, modified and/or supplemented from time to time, the “Master Security
Agreement”)  and (ii) the Stock Pledge Agreement, dated as of
May 28, 2009 by and among the Maker, certain subsidiaries of the Maker and the
Agent (as amended, restated, modified and/or supplemented from time to time, the
"Stock Pledge
Agreement") and shall be secured by liens and the security interests in
the Collateral as such term is defined in each of the Master Security Agreement
and Stock Pledge Agreement.

       

      8.           REAFFIRMATION.   The
Maker acknowledges, ratifies and confirms that all of the terms, conditions,
representations and covenants contained in (I) (a) the Securities Purchase
Agreement dated as of November 30, 2005 by and between the Maker and Laurus
Master Fund, Ltd. (in Liquidation) ("Laurus") (as amended,
restated, modified and/or supplemented from time to time, the "2005 Purchase
Agreement"), (b) the Securities Purchase Agreement dated as of May 31,
2006 by and between the Maker and Laurus (as amended, restated, modified and/or
supplemented from time to time, the "2006 Purchase
Agreement" and (c)  the Securities Purchase Agreement dated as
of May 28, 2008 by and among the Maker, Agent, Valens Offshore SPV II, Corp. and
the other purchasers from time to time party thereto (as amended, restated,
modified and/or supplemented from time to time, the "2008 Purchase
Agreement" and together with the 2005 Purchase Agreement, the 2006
Purchase Agreement, the "Purchase Agreements")
and (II) (a) the Related Agreements referred to in the 2005 Purchase Agreement,
(b) the Related Agreements referred to in the 2006 Purchase Agreement and (c)
the Related Agreements referred to in the 2008 Purchase Agreement, collectively,
the "Related
Agreements" and together with the Purchase Agreements, the "Loan Documents") are
in full force and effect and shall remain in full force and effect after giving
effect to the execution and effectiveness of this Note.

       

      


      
        
           

        

        
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      9.           AMENDMENTS.  This
Note may not be modified, amended, changed or termi­nated orally, except by
an agreement in writing signed by the Maker and the Payee.  No waiver
of any term, covenant or provision of this Note shall be effective unless given
in writing by the Payee and, if so given by the Payee, shall only be effective
in the specific instance in which given.

       

      10.         GOVERNING
LAW.  This Note is and shall be deemed entered into in the
State of New York and shall be governed by and construed in accordance with the
laws of the State of New York, without regard to principles of conflicts of
laws.

       

       [SIGNATURE
PAGE FOLLOWS]

      


      
        
           

        

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

       

      PERVASIP
CORP.

      


       

      By: /s/ Paul H.
Riss

      Name: Paul H. Riss

      Title:  CEO

       

       

      
        
           

        

        
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      ACKNOWLEDGMENT
AND AGREEMENT OF GUARANTORS

       

      Each of
the undersigned hereby (i) acknowledges the foregoing Demand Note; (ii) consents
to the terms of the Demand Note and execution thereof; (iii) reaffirms such
undersigned’s obligations to the Payee and the Agent pursuant to the terms of
the Loan Documents executed by any of the undersigned including the Demand Note;
(iv) ratifies and confirms that all of the terms, conditions, representations
and covenants contained in the Loan Documents are in full force and effect and
shall remain in full force and effect after the execution of the Demand Note and
(v) acknowledges that the Payee may amend, restate, extend, renew or otherwise
modify the Demand Note and any indebtedness or agreement of the Maker, or enter
into any agreement or extend additional or other credit accommodations, without
notifying or obtaining the consent of the undersigned and without impairing the
liability of any of the undersigned under any Related Agreement executed by any
of the undersigned.

       

      VOX
COMMUNICATIONS CORP.

       

      
        	
                By:
      /s/ Paul H.
      Riss

              	 	 


      

      
        	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      CEO

              


      

       

      PERVASIP
CANADA CORP.

       

      
        	
                By:
       /s/ Paul
      H. Riss

              	 


      

      
        	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      CEO

              


      

       

      
        	
                AVI
      HOLDING CORP.

              


      

       

      
        	
                By:
      /s/ Paul H.
      Riss

              	 	 


      

      
        	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      CEO

              


      

       

      TELCOSOFTWARE.COM
CORP.

       

      
        	
                /s/ Paul H.
      Riss

              	 


      

      
        	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      CEO

              


      

       

      


      
        
           

        

        
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      LINE ONE,
INC.

       

      
        	
                /s/ Paul H.
      Riss

              	
              


      

      
        	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      CEO

              


      

       

      
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