ex10_4.htm


    
      

    

    Exhibit
      10.4

     

    
      PROMISSORY
        NOTE AND LOAN AGREEMENT

      


      November
        12, 2007

      $50,000

      


      FOR
        VALUE RECEIVED, the undersigned, Planetlink Communications,
        Inc., a Georgia corporation (the “Company”), promises to pay
M. Dewey Bain (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.

       

      
        
          
            
            

          

          
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      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:

              	
                M.
                  Dewey Bain

              
	 	 
	 	 
	 	 
	 	
                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.

      
 

      
        
          
            
            

          

          
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      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

              
	 	 
	 	 
	 	
                M.
                  Dewey Bain:

              
	 	 
	 	
                _____________________________

              
	 	 
	 	 


      

       

       

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