Exhibit
10.3


 


PROMISSORY
NOTE


 


	
  $100,000.00

  	
   

  	
  August 13,
  2003

  
	
   

  	
   

  	
  Monroe County,
  Pennsylvania

  



 


FOR VALUE RECEIVED,
Beyond the Wall, Inc., a Delaware corporation, having an address of 1903 West
Main Street, Stroudsburg, Pennsylvania 18360 (the “Maker”), hereby promises to
pay to the order of Jess M. Ravich and Tia P. Ravich, Trustees of the
Ravich Revocable Trust of 1989, a revocable trust created under the laws of the
State of California, having an address of 11766 Wilshire Blvd., Suite 870, Los
Angeles, California 90025 (“Lender”), the principal sum of One Hundred Thousand
Dollars ($100,000.00) (the “Loan”).


 


1.                                                                                       Repayment;
Default Rate.  The Loan shall
terminate on the earlier to occur of: (i) December 31, 2003; or (ii) the
date upon which all or substantially all of the assets of the Maker are sold
(the “Maturity Date”).  No interest
shall accrue on the unpaid balance of the Loan except in the case of an Event
of Default (as defined herein), in which case, after the Event of Default, the
Loan shall bear interest at the rate per annum equal to ten percent (10%).  Upon the Maturity Date,  all principal, accrued but unpaid interest
and other costs due and owing hereunder shall be due and payable in full.


 


2.                                                                                       Prepayment.  Maker shall have the right, at its option,
to prepay the principal balance of this Note in whole or in part at any time
and from time to time without premium or penalty.  Any such prepayment shall be applied first to any unpaid fees or
expenses due to Lender, secondly to any accrued but unpaid interest, and lastly
to the unpaid installments of principal in the reverse order of their scheduled
maturities.


 


3.                                                                                       Payments.  All payments to be made hereunder or under
any other Loan Document shall be payable by 2:00 p.m. eastern time, on the day
when due.  Such payments shall be made
to Lender at its address above, in funds immediately available at such office
without setoff, counterclaim or other deduction of any nature.


 


4.                                                                                       Events
of Default.  The following events
shall be deemed to be Events of Default hereunder, under the Mortgage Agreement
dated of even date herewith (the “Mortgage”) or any other documents executed by
the Maker and dated of even date herewith, the terms and conditions of each are
hereby incorporated by reference (collectively the “Loan Documents”), in the
event that:


 


(i)                                                                                                                                     the
failure to pay any monies due and owing to Lender or any portion thereof by the
Maker upon twenty (20) days advanced written notice of default from Lender to
Maker and Maker’s failure to cure such default;


 


(ii)                                                                                                                                  the
breach by Maker of any covenant contained herein or in any of the Loan
Documents upon thirty (30) days advanced written notice of default from Lender
to Maker and


 


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Maker’s failure to cure such default, the occurrence
of any default under the terms of any such agreement, or the discovery by
Lender of any materially false or misleading representation made by any Maker
in any agreement or in any other information submitted to Lender;


 


(iii)                                                                                                                               a
holder of any lien encumbering the Mortgaged Property (as defined in the
Mortgage) or any portion thereof, whether such lien is junior or superior to
the lien of the security interest in favor of Lender, declares an event of
default or commences a foreclosure proceeding or any other proceeding to
execute on such lien which is not cured within thirty (30) days of such default
or action;


 


(iv)                                                                                                                              the
Maker makes an assignment for the benefit of its creditors, becomes insolvent,
or files or has filed against it any petition, action, case or proceeding,
voluntary or involuntary (in the case of an involuntary proceeding, the same
not being dismissed within sixty (60) days of filing), under any state or
federal law regarding Bankruptcy, insolvency, reorganization, receivership or dissolution,
including the Bankruptcy Reform Act of 1978, as amended;


 


(v)                                                                                                                                 one
or more uninsured judgments for the payment of money shall have been entered
against the Maker, which judgment or judgments exceed $50,000.00 in an
aggregate amount and such judgment or judgments shall have remained
undischarged and/or unstayed for a period of thirty (30) consecutive days;


 


(vi)                                                                                                                              the
dissolution of the Maker; or


 


(vii)                                                                                                                           a
writ or warrant of attachment, garnishment, execution, distraint or similar
process shall have been issued against the Maker or any of its properties which
shall have remained undischarged and/or unstayed for a period of thirty (30)
consecutive days;


 


then, Lender may
accelerate the indebtedness evidenced hereby and, in accordance with the
provisions of the Mortgage, may exercise the other rights and remedies provided
it in the Mortgage and the other Loan Documents, as well as those it may have
at law or in equity.  The rights and
remedies of Lender as provided herein, or in any other agreement securing
repayment of, or relating to, any portion of the monies due and owing to
Lender, or otherwise provided by law, shall be cumulative and may be pursued
singly, concurrently, or successively in Lender’s sole discretion, and may be
exercised as often as necessary; and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of the same.


 


5.                                                                                       Miscellaneous.


 


(a)                                                                                  Maker
hereby expressly waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, the Mortgage and the other Loan Documents
except such notices as may be expressly set forth in any of the Loan Documents,
and an action for amounts due hereunder or thereunder shall immediately accrue


 


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(b)                                                                                 All
notices, requests, demands, directions and other communications under the
provisions hereof shall be in writing and, unless otherwise expressly permitted
hereunder, shall be sent as provided in the Mortgage, or other applicable Loan
Document and shall be effective when received.


 


(c)                                                                                  UPON AN
UNCURED EVENT OF DEFAULT, MAKER HEREBY EMPOWERS THE PROTHONOTARY OR ANY
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR MAKER AND TO CONFESS JUDGMENT
AGAINST MAKER IN FAVOR OF THE HOLDER HEREOF, AT ANY TIME AND AS OF ANY TERM,
FOR THE OUTSTANDING PRINCIPAL BALANCE HEREOF PLUS DEFAULT INTEREST AND/OR
ROYALTY PAYMENTS DUE UNDER THE TERMS HEREOF, TOGETHER WITH COSTS OF LEGAL PROCEEDINGS
AND A REASONABLE ATTORNEY’S COMMISSION IN AN AMOUNT EQUAL TO 5% OF THE SUMS
THEN DUE AND OWING HEREUNDER, BUT IN ALL EVENTS NOT LESS THAN $3,000.00 WITH
RELEASE OF ALL ERRORS.


 


(d)                                                                                 Maker
hereby agrees to pay, upon demand by Lender, all amounts incurred by Lender in
connection with any action or proceeding taken or commenced by Lender to
enforce or collect this Note, including reasonable attorney’s fees, attorney’s
costs and all costs of legal proceedings.


 


(e)                                                                                  This
Note shall be governed by, and construed and enforced in accordance with, the
laws of the Commonwealth of Pennsylvania.


 


(f)                                                                                    If
any term or provision of this Note or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Note, or the application of such term or provision to persons or
circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Note shall
be valid and enforceable to the fullest extent permitted by law.


 


(g)                                                                                 This
Note may not be amended, modified or supplemented orally.


 


(h)                                                                                 This
obligation shall bind Maker and its successors and assigns, and the benefits
hereof shall inure to Lender and its successors and assigns.


 


IN WITNESS WHEREOF, Maker
has duly executed and delivered this Note as of the date first above written.


 


	
  ATTEST:

  	
  BEYOND THE WALL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Robert N.
  Weingarten

  	
   

  	
  BY:

  	
  /s/ Robert N.
  Weingarten

  	
   

  
	
  Robert N. Weingarten,
  Secretary

  	
   

  	
  Robert
  N. Weingarten, Treasurer

  
					



 


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