ex101.htm


    
       

      FIRST
        PROMISSORY NOTE

      


      


      
        	
                $1,500,000.00

              	
                Irvine,
                  California

              


      

      


      


      On
        demand, for value received,
        WALLSTREET DIRECT, INC. (the “Debtor”), promise to pay to ALBERT R. AIMERS, an
        individual, (the “Creditor”), or order, or assignee, the principal sum of One
        Million Five Hundred Thousand Dollars ($1,500,000.00) plus interest at the
        rate
        set forth in Subparagraph “b,” below, under the following terms and
        conditions:

      


      
        	
                i.  

              	
                Secured
                  Note:
                  This promissory note (the “Note”) shall be secured by the Shares. The Note
                  shall be subject to a recorded security agreement pursuant to the
                  Uniform
                  Commercial Code as adopted by the State of California as set forth
                  in
                  Attachment “B” (the “Security Agreement”), and incorporated herein by this
                  reference.

              


      

      


      
        	
                ii.  

              	
                Principal
                  Balance:  The principal balance of this Note shall be One
                  Million Five Hundred Thousand Dollars
                  ($1,500,000.00).

              


      

      


      
        	
                iii.  

              	
                Interest
                  Rate:  The interest rate of the Note shall be Six Percent
                  (6%) per annum.

              


      

      


      
        	
                iv.  

              	
                Payment:  The
                  Debtor shall re-pay the entire principal balance of the Note, together
                  with and any and all interest accrued on the Note, on January 31,
                  2010.

              


      

      


      
        	
                v.  

              	
                Method
                  of
                  Payment:  The Debtor shall make the Payment to the
                  Creditor, by mail, to: 2575 McCabe Way, Irvine, California 92614,
                  or such
                  other location as may be determined from time-to-time by the Creditor.
                  The
                  Payment shall be made in lawful money of the United States of
                  America.

              


      

      


      
        	
                vi.  

              	
                Prepayment
                  Penalty:  There shall be no prepayment penalty for the
                  early payoff of the Note.

              


      

      


      
        	
                vii.  

              	
                Late
                  Payment
                  Penalty:  The Debtor shall pay the Creditor a late
                  payment penalty of Ten Percent (10%) of the amount of the Payment
                  due, if
                  the Payment due under Paragraph “d” on this Note is late by Seven (7)
                  days.

              


      

      


      
        	
                viii.  

              	
                Assignment
                  of the
                  Note:  Neither Party may assign their rights and/or
                  delegate their duties or obligations under this Agreement without
                  the
                  prior written consent of the other Party. However, should such
                  an
                  assignment or delegation occur, nothing in this paragraph shall
                  be
                  construed as relieving either Party of their original duties or
                  obligations under this Agreement.

              


      

      


      
        	
                ix.  

              	
                Acceleration
                  of the
                  Note:  Should the Debtor default on any provisions of
                  this Agreement and/or the Note before the Note is paid in full,
                  the
                  Creditor may, at the sole discretion of the Creditor, accelerate
                  the Note
                  so that the entire principal balance of the Note shall become due
                  and
                  payable immediately.

              


      

      


      
        	
                x.  

              	
                Attorneys’
Fees
                  and
                  Costs:  The Debtor shall pay on demand the Creditor any
                  and all reasonable costs and expenses, including reasonable attorneys’
                  fees and collection costs incurred by the Creditor in connection
                  with any
                  default under this Note.

              


      

      


      
        	
                xi.  

              	
                Waivers:  Both
                  Creditor and Debtor jointly and severally waive presentment, protest
                  and
                  notice of dishonor of this Note.

              


      

      


      


      


      Dated:
        January 3,
        2005                                                                        /s/ Neeraj S.
        Iyer

      By:
        Neeraj S. Iyer,
        President

      For:  WALLSTREET
        DIRECT,
        INC.

      A
        Nevada Corporation,
        Debtor

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      SECOND
        PROMISSORY NOTE

      


      


      
        	
                $1,500,000.00

              	
                Irvine,
                  California

              


      

      


      


      On
        demand, for value received,
        WALLSTREET DIRECT, INC. (the “Debtor”), promise to pay to ALBERT R. AIMERS, an
        individual, (the “Creditor”), or order, or assignee, the principal sum of One
        Million Five Hundred Thousand Dollars ($1,500,000.00) plus interest at the
        rate
        set forth in Subparagraph “b,” below, under the following terms and
        conditions:

      


      
        	
                i.  

              	
                Secured
                  Note:
                  This promissory note (the “Note”) shall be secured by the Shares. The Note
                  shall be subject to a recorded security agreement pursuant to the
                  Uniform
                  Commercial Code as adopted by the State of California as set forth
                  in
                  Attachment “B” (the “Security Agreement”), and incorporated herein by this
                  reference.

              


      

      


      
        	
                ii.  

              	
                Principal
                  Balance:  The principal balance of this Note shall be One
                  Million Five Hundred Thousand Dollars
                  ($1,500,000.00).

              


      

      


      
        	
                iii.  

              	
                Interest
                  Rate:  The interest rate of the Note shall be Six Percent
                  (6%) per annum.

              


      

      


      
        	
                iv.  

              	
                Payment:  The
                  Debtor shall re-pay the entire principal balance of the Note, together
                  with and any and all interest accrued on the Note, on January 31,
                  2007.

              


      

      


      
        	
                v.  

              	
                Method
                  of
                  Payment:  The Debtor shall make the Payment to the
                  Creditor, by mail, to: 2575 McCabe Way, Irvine, California 92614,
                  or such
                  other location as may be determined from time-to-time by the Creditor.
                  The
                  Payment shall be made in lawful money of the United States of
                  America.

              


      

      


      
        	
                vi.  

              	
                Prepayment
                  Penalty:  There shall be no prepayment penalty for the
                  early payoff of the Note.

              


      

      


      
        	
                vii.  

              	
                Late
                  Payment
                  Penalty:  The Debtor shall pay the Creditor a late
                  payment penalty of Ten Percent (10%) of the amount of the Payment
                  due, if
                  the Payment due under Paragraph “d” on this Note is late by Seven (7)
                  days.

              


      

      


      
        	
                viii.  

              	
                Assignment
                  of the
                  Note:  Neither Party may assign their rights and/or
                  delegate their duties or obligations under this Agreement without
                  the
                  prior written consent of the other Party. However, should such
                  an
                  assignment or delegation occur, nothing in this paragraph shall
                  be
                  construed as relieving either Party of their original duties or
                  obligations under this Agreement.

              


      

      


      
        	
                ix.  

              	
                Acceleration
                  of the
                  Note:  Should the Debtor default on any provisions of
                  this Agreement and/or the Note before the Note is paid in full,
                  the
                  Creditor may, at the sole discretion of the Creditor, accelerate
                  the Note
                  so that the entire principal balance of the Note shall become due
                  and
                  payable immediately.

              


      

      


      
        	
                x.  

              	
                Attorneys’
Fees
                  and
                  Costs:  The Debtor shall pay on demand the Creditor any
                  and all reasonable costs and expenses, including reasonable attorneys’
                  fees and collection costs incurred by the Creditor in connection
                  with any
                  default under this Note.

              


      

      


      
        	
                xi.  

              	
                Waivers:  Both
                  Creditor and Debtor jointly and severally waive presentment, protest
                  and
                  notice of dishonor of this Note.

              


      

      


      


      


      Dated:
        January 3,
        2005                                                                        /s/ Neeraj S.
        Iyer

      By:
        Neeraj S. Iyer,
        President

      For:  WALLSTREET
        DIRECT,
        INC.

      A
        Nevada Corporation,
        Debtor