ex10_5.htm


    
      

    

    Exhibit
      10.5

    


    PROMISSORY
      NOTE AND LOAN AGREEMENT

    


    November
      8, 2007

    


    $50,000

    


    FOR
      VALUE RECEIVED, the undersigned, Planetlink Communications,
      Inc., a Delaware corporation (the “Company”), promises to pay
Sean Y. Fulda (the “Lender”), the principal sum of
Fifty Thousand Dollars
      ($50,000) and interest at the annual
      rate of fifteen percent (15%) on the unpaid balance pursuant to the following
      terms:

     

    1.           Principal
      and Interest.  For value received, the
      Company hereby promises to pay to the order of the Lender on the date six (6)
      months from the date hereof, in lawful money of the United States of
      America and in immediately available funds the principal sum of Fifty Thousand
      Dollars ($50,000), together with interest on the unpaid principal of this note
      at the rate of fifteen percent (15%) per year (computed on the basis of a
      365-day year and the actual days elapsed) from the date of this Promissory
      Note
      (the “Note”) until paid.

     

    2.           Right
      of Prepayment. The Company at its option shall have the right to
      prepay, with three (3) business days advance written notice, a portion or all
      outstanding principal of the Note.

     

    3.           Waiver
      and Consent.  To the fullest extent permitted by law and
      except as otherwise provided herein, the Company waives demand, presentment,
      protest, notice of dishonor, suit against or joinder of any other person, and
      all other requirements necessary to charge or hold the Company liable with
      respect to this Note.

     

    4.           Costs,
      Indemnities and Expenses.  In the event of default as
      described herein, the Company agrees to pay all reasonable fees and costs
      incurred by the Lender in collecting or securing or attempting to collect or
      secure this Note, including reasonable attorneys’ fees and expenses, whether or
      not involving litigation, collecting upon any judgments and/or appellate or
      bankruptcy proceedings.  The Company agrees to pay any documentary
      stamp taxes, intangible taxes or other taxes which may now or hereafter apply
      to
      this Note or any payment made in respect of this Note, and the Company agrees
      to
      indemnify and hold the Lender harmless from and against any liability, costs,
      attorneys’ fees, penalties, interest or expenses relating to any such taxes, as
      and when the same may be incurred.

     

    5.           Event
      of Default.  An “Event of Default” shall be deemed
      to have occurred upon the occurrence of any of the following: (i) the Company
      should fail for any reason or for no reason to make any payment of the
      principal, interest, costs, indemnities, or expenses pursuant to this Note
      within fifteen (15) days of the date due as prescribed herein; (ii) failure
      by
      the Company for twenty (20) days after notice to it to satisfy any of its other
      obligations or requirements or comply with any of its other agreements under
      this Note; (iii) any proceedings under any bankruptcy laws of the United States
      of America or under any insolvency, not disclosed to the Lender, reorganization,
      receivership, readjustment of debt, dissolution, liquidation or any similar
      law
      or statute of any jurisdiction now or hereinafter in effect (whether in law
      or
      at equity) is filed by or against the Company or for all or any part of its
      property.  Upon an Event of Default (as defined above), the entire
      principal balance and accrued interest outstanding under this Note, and all
      other obligations of the Company under this Note, shall be immediately due
      and
      payable without any action on the part of the Lender, interest shall accrue
      on
      the unpaid principal balance at eighteen percent (18%) per year or the highest
      rate permitted by applicable law, if lower and the Lender shall be entitled
      to
      seek and institute any and all remedies available to it.  The company
      shall immediately upon default issue freely tradeable common stock to lender
      or
      preferred stock if lender agrees, at the lenders request, equivalent to
      principal plus interest outstanding at a 50% discount to the lowest closing
      bid
      price in the past twenty days.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.           Maximum
      Interest Rate.  In no event shall any agreed to or actual
      interest charged, reserved or taken by the Lender as consideration for this
      Note
      exceed the limits imposed by California law.  In the event that the
      interest provisions of this Note shall result at any time or for any reason
      in
      an effective rate of interest that exceeds the maximum interest rate permitted
      by applicable law, then without further agreement or notice the obligation
      to be
      fulfilled shall be automatically reduced to such limit and all sums received
      by
      the Lender in excess of those lawfully collectible as interest shall be applied
      against the principal of this Note immediately upon the Lender’s receipt
      thereof, with the same force and effect as though the Company had specifically
      designated such extra sums to be so applied to principal and the Lender had
      agreed to accept such extra payment(s) as a premium-free prepayment or
      prepayments.

     

    7.           Cancellation
      of Note. Upon the repayment by the Company of all of its
      obligations hereunder to the Lender, including, without limitation, the
      principal amount of this Note, plus accrued but unpaid interest, the
      indebtedness evidenced hereby shall be deemed canceled and paid in
      full.  Except as otherwise required by law or by the provisions of
      this Note, payments received by the Lender hereunder shall be applied first
      against expenses and indemnities, next against interest accrued on this Note,
      and next in reduction of the outstanding principal balance of this
      Note.

     

    8.           Severability.  If
      any provision of this Note is, for any reason, invalid or unenforceable, the
      remaining provisions of this Note will nevertheless be valid and enforceable
      and
      will remain in full force and effect.  Any provision of this Note that
      is held invalid or unenforceable by a court of competent jurisdiction will
      be
      deemed modified to the extent necessary to make it valid and enforceable and
      as
      so modified will remain in full force and effect.

     

    9.           Amendment
      and Waiver.  This Note may be amended,
      or any provision of this Note may be waived, provided that any such amendment
      or
      waiver will be binding on a party hereto only if such amendment or waiver is
      set
      forth in a writing executed by the parties hereto.  The waiver by any
      such party hereto of a breach of any provision of this Note shall not operate
      or
      be construed as a waiver of any other breach.

     

    10.        
      Successors.  Except as
      otherwise provided herein, this Note shall bind and inure to the benefit of
      and
      be enforceable by the parties hereto and their permitted successors and
      assigns.

     

    11.         Assignment.  This
      Note shall not be directly or indirectly assignable or delegable by the Company
      or the Lender.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    12.         No
      Strict Construction.  The language used
      in this Note will be deemed to be the language chosen by the parties hereto
      to
      express their mutual intent, and no rule of strict construction will be applied
      against any party.

     

    13.         Further
      Assurances.  Each party hereto will
      execute all documents and take such other actions as the other party may
      reasonably request in order to consummate the transactions provided for herein
      and to accomplish the purposes of this Note.

     

    14.         Notices,
      Consents, etc.  Any notices, consents, waivers or other
      communications required or permitted to be given under the terms hereof must
      be
      in writing and will be deemed to have been delivered:  (i) upon
      receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
      (provided confirmation of transmission is mechanically or electronically
      generated and kept on file by the sending party); or (iii) one (1) trading
      day
      after deposit with a nationally recognized overnight delivery service, in each
      case properly addressed to the party to receive the same.  The
      addresses and facsimile numbers for such communications shall be:

     

    


    
      	
              If
                to Company:

            	
              Planetlink
                Communications, Inc.

            
	 	
              228
                Hamilton Avenue, 3rd
                Floor

            
	 	
              Palo
                Alto, CA 94301

            
	 	 
	 	
              Telephone:

            
	 	
              Facsimile:

            
	 	 
	 	 
	
              If
                to the Lender:

            	
              Sean
                Y. Fulda

            
	 	
              880
                Oxford Road

            
	 	
              Woodmere,
                New York 11598

            
	 	 
	 	
              Telephone:

            
	 	
              Facsimile:

            


    

    


    


    or
      at
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party three (3) trading days prior to the effectiveness of such
      change.  Written confirmation of receipt (A) given by the recipient of
      such notice, consent, waiver or other communication, (B) mechanically or
      electronically generated by the sender's facsimile machine containing the time,
      date, recipient facsimile number and an image of the first page of such
      transmission or (C) provided by a nationally recognized overnight delivery
      service, shall be rebuttable evidence of personal service, receipt by facsimile
      or receipt from a nationally recognized overnight delivery service in accordance
      with clause (i), (ii) or (iii) above, respectively.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    15.           Governing
      Law; Jurisdiction. All questions concerning the
      construction, validity, enforcement and interpretation of this Agreement shall
      be governed by the internal laws of the State of California, without giving
      effect to any choice of law or conflict of law provision or rule (whether of
      the
      State of California or any other jurisdictions) that would cause the application
      of the laws of any jurisdictions other than the State of
      California.  Each party hereby irrevocably submits to the exclusive
      jurisdiction of the Superior Court of the State of California for the
      adjudication of any dispute hereunder or in connection herewith or therewith,
      or
      with any transaction contemplated hereby or discussed herein, and hereby
      irrevocably waives, and agrees not to assert in any suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of any such
      court, that such suit, action or proceeding is brought in an inconvenient forum
      or that the venue of such suit, action or proceeding is
      improper.  Each party hereby irrevocably waives personal service of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof to such party at the address for such
      notices to it under this Agreement and agrees that such service shall constitute
      good and sufficient service of process and notice thereof.  Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law.

     

    16.           No
      Inconsistent Agreements.  None of the
      parties hereto will hereafter enter into any agreement, which is inconsistent
      with the rights granted to the parties in this Note.

     

    17.           Third
      Parties.  Nothing herein expressed or
      implied is intended or shall be construed to confer upon or give to any person
      or entity, other than the parties to this Note and their respective permitted
      successor and assigns, any rights or remedies under or by reason of this
      Note.

     

    18.           Entire
      Agreement.  This Note (including any recitals hereto) set
      forth the entire understanding of the parties with respect to the subject matter
      hereof, and shall not be modified or affected by any offer, proposal, statement
      or representation, oral or written, made by or for any party in connection
      with
      the negotiation of the terms hereof, and may be modified only by instruments
      signed by all of the parties hereto.

     

     

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    IN
      WITNESS WHEREOF, this Promissory Note is executed by the undersigned as
      of the date hereof.

     

    
      	 	
              Plugin
                Stores Inc.:

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	
              Name:  Robert
                Lott

            
	 	
              Its:        President

            
	 	 	 
	 	 	 
	 	
              Sean
                Fulda:

            
	 	 	 
	 	
               

            


    

    


     

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