Exhibit
10.1


 


REVOLVING CONVERTIBLE LOAN NOTE


 


	
  LENDER:

  	
  BORROWER:

  
	
   

  	
   

  
	
  Gary A. Agron

  	
  Retrospettiva, Inc.

  
	
  Boro Vukadinovic

  	
  112 West 9th Street, Suite 518

  
	
  5445 DTC Parkway, Suite 520

  	
  Los Angeles, California 90015

  
	
  Greenwood Village, Colorado
  80111

  	
  Attn: Boro Vukadinovic

  
	
  Attn: Gary A. Agron

  	
   

  
	
   

  	
   

  
	
  DATE OF NOTE: November 14, 2007

  	
  INTEREST RATE: 8%

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL AMOUNT: $133,333

  



 


1.                                      Promise to Pay. Retrospettiva, Inc., a California
corporation (“Borrower”), promises to pay to Gary A. Agron and Boro
Vukadinovic (collectively, the “Lender”), or order, in lawful money of
the United States of America and in immediately available funds, the principal
sum of ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE AND NO/100
DOLLARS ($133,333) (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by the Lender to the Borrower under the
Revolving Credit Agreement by and between Borrower and Lender dated as of
November 14, 2007, as amended, supplemented or otherwise modified and in effect
from time to time, the “Loan Agreement”), on demand, and to pay interest
on the unpaid principal amount of each such Loan in like money and funds, for
the period commencing on the date of such Loan until such Loan shall be paid in
full, at the interest rate per annum set forth herein. Terms used but not
defined in this Note have the respective meanings assigned to them in the Loan
Agreement.


 


2.                                      Recording
of Loans. The date and amount of each Loan made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of this
Revolving Convertible Loan Note (“Note”), endorsed by the Lender on the Schedule attached hereto or any continuation thereof; provided
that the failure of the Lender to make any such recordation or endorsement
shall not affect the obligations of the Borrower to make a payment when due of
any amount owing under the Loan Agreement or hereunder in respect of the Loans
made by the Lender.


 


3.                                      Payment. The loan, including all principal and accrued
interest not yet paid shall be due on demand. Borrower will pay Lender at
Lender’s address shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will
be applied first to any unpaid collection costs, then to accrued unpaid
interest and any remaining amount then to principal.


 


4.                                      Interest
Rate. The interest rate on this Note is six percent (8%) percent per annum.


 


5.                                      Prepayment.
Borrower may pay without penalty all or a portion of the amount owed earlier
than it is due. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s obligation to continue to make payments under
the payment


 

















 


schedule, but rather, they will reduce the principal balance due and
may result in Borrower’s making fewer payments.


 


6.                                      Default. Borrower will be in default if any of the following
happens:  (a) Borrower fails to make any
payment within ten (10) days of when due; 
(b) Borrower breaks any promise Borrower has made to Lender, or Borrower
fails to perform promptly at the time and strictly in the manner provided in
this Note or any agreement including but not limited to the Loan Agreement
related to this Note, or in any other agreement or loan Borrower has with
Lender; (c) Any representation or statement made or furnished to Lender by
Borrower or on Borrower’s behalf is false or misleading in any material
respect; (d) Borrower becomes insolvent, a receiver is appointed for any part
of Borrower’s property, Borrower makes an assignment for the benefit of Lender,
or any proceeding is commenced either by Borrower or against Borrower under any
bankruptcy or insolvency laws or (e) Any creditor tries to take any of
Borrower’s property.


 


7.                                      Lender’s
Rights. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay any payment within ten (10) days of when due or upon the final maturity,
whichever occurs first, Lender, at its option, may also, if permitted under
applicable law, do one or both of the following:  (a) increase the interest rate on this Note
to 18%; and (b) add any unpaid accrued interest to principal and such sum will
bear interest therefrom until paid at the rate provided in this Note (including
any increased rate). The interest rate will not exceed the maximum rate
permitted by applicable law. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower also will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender’s
attorney’s fees and legal expenses whether or not there is a lawsuit, including
attorney’s fees and legal expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums
provided by law. This Note has been delivered to Lender and accepted by Lender
in the State of Colorado. This Note shall be governed by and construed
exclusively in accordance with the laws of the State of Colorado.


 


8.                                      Joint
and Several Liability; Waiver of Maker. Maker and each party liable hereon
in any capacity, whether as endorser, surety, guarantor or otherwise, and all
others who may become liable, primarily or secondarily, for all or any part of
the obligations, jointly and severally:


 


a.                                       Waives
presentment for payment, demand, protest and notice of presentment, notice of
protest, notice of non-payment and notice of dishonor of this debt and each and
every other notice of any kind respecting this Note and all lack of diligence
or delays in collection or enforcement hereof;


 


b.                                      Agrees
that Lender and any subsequent holder of this Note, at any time or times,
without notice to the undersigned or its consent, may grant extensions of time,
without limit as to the number of the aggregate period of such extensions, for
the payment of any principal, interest or other sums due hereunder;


 

















 


c.                                       To
the extent permitted by law, waives all exemptions under the laws of the State
of Colorado and/or any state or territory of the United States;


 


d.                                      Consents
to the release of any security, and agrees that any such extension or release
may be made without notice to any of the parties and without in any way
affecting or discharging liability for the obligations hereunder;


 


e.                                       To
the extent permitted by law, waives the benefit of any law or rule of law
intended for its advantage or protection as an obligor hereunder or providing
for its release or discharge from liability hereon, in whole or in part, on
account of any facts or circumstances other than full and complete payment of
all amounts due hereunder; and


 


f.                                         Agrees
to pay, in addition to all other sums of money due, all cost of collection and
attorney’s fees, whether suit be brought or not, if this Note is not paid in
full when due, whether at the stated maturity or by acceleration.


 


9.                                      Miscellaneous.


 


a.                                       It
is not intended hereby to charge interest at a rate in excess of the maximum
rate of interest permitted to be charged to Borrower under applicable law, but
if, notwithstanding such intention, interest in excess of the maximum rate
shall be paid hereunder, the excess shall be applied to principal and the
interest rate on this Note shall be adjusted to the maximum permitted under
applicable law during the period or periods that the interest rate otherwise
provided herein would exceed such rate.


 


b.                                      Any
reference herein to the Lender shall be deemed to include and apply to every
subsequent holder of this Note.


 


c.                                       This Note shall be governed by and construed in accordance with the
laws of the State of Colorado, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof. The Borrower
agrees that process may be served upon it in any manner authorized by the laws
of the State of Colorado for such person and waives and covenants not to assert
or plead any objection that it might otherwise have to such jurisdiction and
such process.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  Retrospettiva, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boro Vukadinovic

  
	
   

  	
  Boro Vukadinovic

  
	
   

  	
  Chief Executive Officer

  



 


1

















 


SCHEDULE OF LOANS


 


This
Note evidences Loans made under the within-described Revolving Credit Agreement
to the Borrower, on the dates and in the principal amounts set forth below, and
subject to the payments and prepayments of principal set forth below:


 


	
  Date Made

  	
   

  	
  Principal

  Amount

  of Loan

  	
   

  	
  Amount

  Paid

  or Prepaid

  	
   

  	
  Unpaid

  Principal

  Amount

  	
   

  	
  Notation

  Made By