exhib-4.htm


     

    
      

      

    

    EXHIBIT 10.4

    
 

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
      ACT") AND THE SECURITIES LAWS OF ANY STATE. THE NOTE HAS BEEN ACQUIRED FOR
      INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
      MAY
      NOT BE SOLD, ASSIGNED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED,
      HYPOTHECAT­ED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL
      REGIS­TERED UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO
      NETLIVE COMMUNICATIONS INC. IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER
      SUCH 1933 ACT OR SUCH STATE SECURITIES LAWS.

    


    ATLANTIC
      WINE AGENCIES, INC.

    Promissory
      Note

    


    


     USD
      $400,000

     

    Atlantic
      Wine Agencies, Inc.,
      a Florida corporation (the "Company"), for value received, hereby promises
      to
      pay to the order of Fairhurst Properties S.A., a BVI corporation (the "Payee")
      the principal sum of approximately USD$400,000 (“Principal”) (or such lesser
      principal amount as may then be outstanding). The exact amount of the Principal
      shall be calculated on January 31, 2008 and shall be based on the currency
      exchange of South African Rand and U.S. Dollars on that date.

    


    Provided
      that no Event of Default
      occurs (as defined below) and the Company has complied with the terms of this
      Note in all respects, the Company shall pay the Payee the Principal no later
      than January 11, 2009.  Additionally, if the Company and the Payee
      mutually agree in writing, this Note shall be extended for an additional one
      year period on the same or amended terms as agreed to by the parties
      hereto.

    


    If
      the Company shall fail to make a
      payment of Principal when due; or shall make an assignment for the benefit
      of
      creditors, file a petition in bankruptcy, be adjudicated insolvent or bankrupt,
      suffer an order for relief under any federal bankrupt­cy law, petition or
      apply to any tribunal for the appointment of a custodian, receiver or any
      trustee for the Company or any substan­tial part of its assets, or shall
      commence any proceeding under any bankruptcy, reorganization, arrangement,
      readjustment of debt, dissolution or liquidation law or statute of any
      jurisdiction, whether now or hereafter in effect; or if there shall have been
      filed any such petition or application, or any such proceeding shall have been
      commenced against the Company, which remains undismissed for a period of thirty
      (30) days or more; or if the Company, by any act or omission shall indicate
      consent to, approval of or acquiescence in any such petition, application or
      proceeding or the appointment of, a custodian, receiver or any trustee for
      all
      or any substantial part of its properties, or if the Company shall suffer such
      custodianship, receivership, or trusteeship to continue undischarged for a
      period of thirty (30) days or more, or the Company violates any term or
      provision of this Note and same remains uncured for a period of 30 days after
      written notice thereof by any holder of this Note, then and in any such event
      (each such event, an "Event of Default"), the outstanding Principal amount
      of
      this Note shall be and become immediately due and payable.

    


    Payments
      of Principal are to be made in
      lawful money of the Republic of South Africa at the principal office of the
      Company.

    


    1.           
      Restrictions
      on Transfer.

    


    The
      holder acknowledges that he has
      been advised by the Company that this Note has not been registered under the
      Securities Act of 1933, as amended (the "Securities Act"), that the Note is
      being issued, on the basis of the statutory exemption provided by Section 4(2)
      of the Securities Act relating to transactions by an issuer not involving any
      public offering, and that the Company's reliance upon this statutory exemption
      is based in part upon the representations made by the holder in the holder's
      Subscription Agreement. The holder acknowledges that he has been informed by
      the
      Company of, or is otherwise familiar with, the nature of the limitations imposed
      by the Securities Act and the rules and regulations thereunder on the transfer
      of securities. In particu­lar, the holder agrees that no sale, assignment,
      hypothecation or transfer of the Note shall be valid or effective, and the
      Company shall not be required to give any effect to any such sale, assignment,
      hypothecation, transfer or other disposition, unless (i) the sale, assignment,
      hypothecation, transfer or other disposition of the Note is registered under
      the
      Securities Act, provided, that the Company has no obligation or intention to
      so
      register the Note in connection herewith, or (ii) the Note is sold, assigned,
      hypothecated, transferred or otherwise disposed of in accordance with all the
      requirements and limitations of Rule 144 under the Securities Act, or such
      sale,
      assignment, or transfer is otherwise exempt from registration under the
      Securities Act.

    


    2.           
      Covenants
      of Company.

    


    a.           
      The Company covenants and agrees that, so long as this Note shall be
      outstanding, it will:

    


    (i)           
      Promptly pay and discharge all lawful taxes, assessments and governmental
      charges or levies imposed upon the Company or upon its income and profits,
      or
      upon any of its property, before the same shall become in default, as well
      as
      all lawful claims for labor, materials and supplies which, if unpaid, might
      become a lien or charge upon such properties or any part thereof, except where
      the failure to so pay would not have a material effect on the Company; provided,
      however, that the Company shall not be required to pay and discharge any such
      tax, assess­ment, charge, levy or claim so long as the validity thereof
      shall be contested in good faith by appropriate proceedings, and the Company
      shall set aside on its books adequate reserves with respect to any such tax,
      assessment, charge, levy or claim so contested.

    


    (ii)           
      Do or cause to be done all things necessary to preserve and keep in full force
      and effect its corporate existence, rights and franchises and comply with all
      material laws applicable to the Company as its counsel may advise;

    


    (iii)           
      At all times keep true and correct books, records and accounts.

    


    3.           
      Miscellaneous.

    


    3.l           
      All the covenants and agreements made by the holder of this Note and the Company
      in this Note shall bind their respective successors and assigns.

    


    3.2           
      No recourse shall be had for the payment of the Principal on this Note or for
      any claim based hereon or otherwise in any manner in respect hereof, against
      any
      incorporator, stockholder, officer or director, past, present or future, of
      the
      Company or of any predecessor corpora­tion, whether by virtue of any
      constitutional provision or statute or rule of law, or by the enforcement of
      any
      assessment or penalty or in any other manner, all such liability being expressly
      waived and released by the acceptance hereof and as part of the
      consider­ation for the issue hereof.

    


    3.3           
      No course of dealing between the Company and the holder hereof shall operate
      as
      a waiver of any right of any holder hereof, and no delay on the part of the
      holder in exercising any right hereunder shall so operate. Any such waiver
      must
      be in writing and signed by the holder hereof and the Company.

    


    3.4           
      This Note may be amended only by a written instru­ment executed by the
      Company and the holder hereof.

    


    3.5           
      All communications provided for herein shall be sent, except as may be otherwise
      specifically provided, by registered or certified mail: if to the holder of
      this
      Note, to the address shown on the books of the Company; and if to the Payee,
      to:
      Sapphire Developments Limited, Attention: James Sutherland, or to such other
      address as the Company may advise the holder of this Note in writing. Notices
      shall be deemed given three days after it is mailed.

    


    3.6           
      The provisions of this Note shall in all respects be construed according to,
      and
      the rights and liabilities of the parties hereto shall in all respects be
      governed by, the laws of the State of Florida. This Note shall be deemed a
      contract made under the laws of the State of Florida and the validity of this
      Note and all rights and liabilities hereunder shall be determined under the
      laws
      of said State.

    


    3.7. The
      headings of the Sections of this Note are inserted for convenience only and
      shall not be deemed to constitute a part of this Note.

    


    3.8. Upon
      request of the Payee, any and all outstanding principle pursuant to this note
      may be converted to shares of the Company’s common stock.  In the
      event Payee so chooses to convert this note to shares, the Company shall
      calculate the number of shares due to Payee based on the fair market value
      of
      the Company’s common stock on the date payment is due.

    


    IN
      WITNESS WHEREOF, Atlantic
      Wine Agencies, Inc. has caused this Note to be executed in its corporate name
      by
      an appropriate officer of the Company.

    


    Dated:
      As
      of January 11, 2008

    


    


    
      	
               

            	
              ATLANTIC
                WINE AGENCIES, INC. 

            


    

     

                   
      By: /s/ Adam
      Mauerberger

                   
      Name: Adam Mauerberger

                   
Position:
      President