Exhibit
10.10


 


PROMISSORY
NOTE


 


	
  $25,000.00

  	
   

  	
  August 28,
  2003

  
	
   

  	
   

  	
  New York, New
  York

  



 


FOR VALUE RECEIVED,
YouthStream Media Networks, Inc., a Delaware corporation, having an address of
244 Madison Avenue, PMB#358, New York, NY 10016 (the “Maker”), hereby promises
to pay to the order of Jonathan  V. Diamond, an adult individual
having an address of 374 West 11th Street #7, New York, NY 10014
(“Lender”), the principal sum of Twenty Five Thousand Dollars ($25,000.00) (the
“Loan”).


 


1.                                                                                       Repayment;
Default Rate.  The Loan shall
terminate and become all due and payable, on December 31, 2003.  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:


 


(i)                                                                                                                                     the
failure to pay any monies due and owing to Lender or any portion thereof by the
Maker upon ten (10) days advanced written notice of default from Lender to
Maker and Maker’s failure to cure such default;


 


(ii)                                                                                                                                  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;


 


1

















 


(iii)                                                                                                                               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;


 


(iv)                                                                                                                              the
dissolution of the Maker; or


 


(v)                                                                                                                                 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 may exercise all rights and
obtain all remedies to which it may be entitled at law or in equity.  The rights and remedies of Lender as
provided herein 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, except such notices as may be expressly
set forth herein, and an action for amounts due hereunder or thereunder shall
immediately accrue.


 


(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 delivered in person or sent by certified first class mail,
postage prepaid, in the United States, to the parties at their addresses set
forth herein or in a notice of change of address given in accordance with this
paragraph.  Personally delivered notices
shall be deemed given on delivery. Notices mailed in accordance herewith shall
be deemed given on the 3rd business day after mailing.


 


(c)                                  THE
UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR CLERK OF ANY COURT
OF RECORD IN THE UNITED STATES OR ELSEWHERE TO APPEAR FOR AND, WITH OR WITHOUT
DECLARATION FILED, CONFESS JUDGMENT AGAINST THE UNDERSIGNED IN FAVOR OF THE
HOLDER, ASSIGNEE OR SUCCESSOR OF HOLDER OF THE NOTE, AT ANY TIME, FOR THE FULL
OR TOTAL AMOUNT OF THIS NOTE, TOGETHER WITH ALL INDEBTEDNESS PROVIDED FOR
THEREIN, WITH COSTS OF SUIT AND ATTORNEY’S COMMISSION OF TEN (10) PERCENT FOR
THE COLLECTION; AND THE UNDERSIGNED EXPRESSLY RELEASES ALL ERRORS, WAIVES ALL
STAY OF EXECUTION, RIGHTS OF INQUISITION AND EXTENSION UPON ANY LEVY UPON REAL
ESTATE AND ALL EXEMPTION OF PROPERTY FROM LEVY AND SALE UPON ANY EXECUTION
HEREON; AND THE UNDERSIGNED EXPRESSLY AGREES TO CONDEMNATION AND 


 


2

















 


EXPRESSLY RELINQUISHES ALL RIGHTS TO BENEFITS OR EXEMPTIONS UNDER ANY
AND ALL EXEMPTION LAWS NOW IN FORCE OR WHICH MAY HEREAFTER BE ENACTED.


 


(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 State of Delaware.


 


(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 his heirs, executors, personal
representatives, successors and assigns.


 


IN WITNESS WHEREOF, Maker
has caused this Note to be duly executed and delivered as of the date first
above written, by its Chief Financial Officer, as authorized by the Maker’s
Board of Directors.


 


 


	
   

  	
  YouthStream Media Networks, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert N. Weingarten

  	
   

  
	
   

  	
   

  	
  Robert
  N. Weingarten,

  
	
   

  	
   

  	
  Chief Financial Officer

  
					



 


3