Unassociated Document


    
      	 	
              10.1

            	
              Promissory
                Note between the Company and Globank Corp. dated as of July 29,
                2008

            


    

    


    PROMISSORY
      NOTE

    
      	
              $500,000.00

            	
              Savannah,
                Georgia

            
	 	
              July
                29, 2008

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned MIT HOLDING, INC., a Delaware corporation (“Maker”),
      promises
      to pay to the order of Globank Corp., a Nevada corporation

    (“Holder”)
      at
      P.O.
      Box 4534,
      Lancaster,
      CA 93539, or such place as Holder may designate

    


    from
      time
      to time hereafter, the principal sum of Five Hundred Thousand and No/Dollars
      ($500,000.00) plus interest at a monthly rate of 5%,
      in
      lawful
      money of the United States of America.

    


    1. Security
      Agreement.
      This
      Promissory Note (this “Note”)
      is
      referred to and is executed and delivered pursuant to that certain Security
      Agreement, dated as of the date hereof by and between Maker Holder and certain
      guarantors of this Note (the “Security
      Agreement”).

    


    2. Payment
      of Principal
      and Interest.
      All
      principal and accrued but unpaid interest due under this Note shall be payable
      in it entirety on the last day of the twenty-fourth (24th) month from the date
      hereof (the “Due
      Date”). Prior
      to
      the Due Date, payment of thIs Note shall be interest
      only in
      twenty
      four (24) equal monthly installments of $25,000.00 due and payable on September
      1 and on the first day of each month thereafter.

    


    3. Pre-payment.
      This
      Note may not be prepaid in whole or in part prior to its stated maturity
      date.

    


    4. Event
      of Default.
      The
      failure to pay any installment of principal or interest when due shall be an
      “Event
      of Default” hereunder.

    


    5. Remedies.
      Upon
      the occurrence of an Event of Default, Holder hereof may, at his/its option,
      do
      any one or more of the following:

    


    (a) Declare
      the entire balance of principal, together with all accrued interest, immediately
      due and payable.

    


    (b) Exercise
      any other remedy available at law or in equity.

    


    All
      such
      remedies are cumulative, and may be exercised concurrently or separately. The
      exercise of any or all of the above remedies notwithstanding, Maker shall be
      and
      shall remain liable for the full performance of all of its duties and
      obligations under this Promissory Note and for any and all amounts due and
      owing
      to Holder hereunder.

    


    6. Non-Waiver.
      No
      delay or failure on the part of Holder in the exercise of any right or remedy
      hereunder shall operate as a waiver thereof nor as an acquiescence in any Event
      of Default, nor shall any simple or partial exercise by Holder of any right
      or
      remedy preclude any other or further exercise thereof or the exercise of any
      other right or remedy.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    7. Venue,
      Jurisdiction and Choice
      of Law

    


    Venue
      for
      any and all legal proceedings in connection with this Promissory Note shall
      be
      in Savannah, Georgia. For purposes of any and all legal proceedings in
      connection with this Promissory Note, Maker hereby acknowledges that all federal
      and state courts in Savannah, Georgia, may exercise personal jurisdiction over
      Maker, and Maker hereby submits, consents and waives any objection to personal
      jurisdiction in all state and federal courts in Savannah, Georgia. This
      Promissory Note shall be governed by and construed and enforced in accordance
      with the laws of the State of Georgia.

    


    8. Attorneys’
      Fees

    


    Maker
      promises to pay all costs and expenses, including reasonable attorneys’ fees,
      incurred in the collection and enforcement of this Promissory Note, whether
      or
      not suit is filed.

    


    9. Severability

    


    Wherever
      possible each provision of this Promissory Note shall be interpreted in such
      manner as to be effective and valid, but if any provision hereof shall be
      prohibited by law or be otherwise invalid, such provision shall be ineffective
      to the extent of such prohibition or invalidity, without invalidating the
      remainder of such provision or the remaining provisions of this Promissory
      Note.

    


    10. Assignment

    


    Holder
      may assign or transfer this Promissory Note, in whole or in part, at any time
      and from time to time prior to the payment by Maker of all of its obligations
      hereunder. In order to effect any such assignment, Holder shall give Maker
      written notice of the name and address of such assignee.

    


    11. Headings

    


    The
      headings and titles used in this Promissory Note are intended solely for
      identification and not for any substantive purpose, and no heading or title
      shall in any way limit or extend the provisions hereof.

    


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

    


    MAKER:

    


    MIT
      HOLDING, INC

    


    


    By:
      /s/
      William C. Parker        

    Name:  William
      C. Parker

    Title:
      President