Exhibit 10.9


 


ALTERNATIVE FUELS AMERICA, INC.


2131 Hollywood Boulevard, Suite 401


Hollywood, Florida 33020


 


Effective as of December 1, 2011


 


Dear Mr. Sarid:


 


This letter agreement (the
“Agreement”) when countersigned by you will constitute the following agreement between Alternative Fuels America,
Inc., a Delaware corporation, f/k/a Netspace International, Inc. (“AFAI”) and you with respect to the conversion
of that certain Secured Convertible Promissory Note held by you originally entered into by Minnesota Investment Group, LLC, a Minnesota
limited liability company (“MIG”), as holder, and Netspace International, Inc., a Delaware corporation,
as maker, a copy of which is attached hereto as Exhibit A (the “Note”). You are the current holder of
the Note pursuant to that certain Assignment of Promissory Note by and between MIG, as assignor, and you, as assignee, a copy of
which is attached hereto as Exhibit B. Capitalized terms used herein and not otherwise defined shall have the respective
meanings accorded thereto in the Note. In consideration of the mutual agreements herein made, you and AFAI do hereby agree as follows:


 


1.           Conversion.
The Note is hereby converted into 43,333,333 shares of common stock of AFAI (the “Conversion Shares”) pursuant
to the conversion option found in Section 8 of the Note.


 


2.            Waiver.
You will not assert, and hereby waive, any right you may have to collect the Default Amount under the Note. You further waive any
other rights, whether legal or equitable, that you may have resulting from an Event of Default under the Note, including payment.


 


3.            Representations
and Warranties. You hereby represent, warrant and covenant to AFAI that:


 


(a)          You
are an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”) or a non US-Person as such term is defined in
Rule 902 of Regulation S promulgated under the Securities Act, and you are able to bear the economic risk of an investment in the
Conversion Shares. In addition, you have such knowledge and experience in business and financial matters, including prior investments
in non-listed and non-registered securities, as is necessary in order to evaluate the merits and risks of your investment in the
Conversion Shares.


 


(b)            You
are acquiring the Conversion Shares for your own account for investment only, and not for resale or with a view to the distribution
thereof.


 


(c)            You
have had such an opportunity as you have deemed adequate to obtain from AFAI such publicly available information as is necessary
to permit yourself to evaluate the merits and risks of an acquisition conversion investment in AFAI and have consulted with your
own advisers with respect to your investment in AFAI.


 



    	 



    	 



    

(d)            You,
individually, or with your professional advisers, have sufficient experience in business, financial and investment matters to be
able to evaluate the risks involved in the acquisition of the Conversion Shares and to make an informed investment decision with
respect thereto.


 


(e)            You
acknowledge that all of the Conversion Shares are “restricted securities” as that term is defined in Rule 144 promulgated
under the Securities Act of 1933, as amended (“Securities Act”). Such Conversion Shares cannot be sold, transferred,
assigned or otherwise hypothecated without registration under the Securities Act or unless a valid exemption from registration
is then available under applicable federal and state securities laws and AFAI has been furnished with an opinion of counsel satisfactory
in form and substance to AFAI that such registration is not required.


 


4.            Miscellaneous.
Any and all disputes over the terms or conditions of this Agreement shall be subject to and governed by the laws of the State of
Florida, and brought in a Court located in the County of Broward. Both parties hereby agree that such court shall have personal
jurisdiction over them. If any portion of this Agreement is deemed to be illegal or unenforceable due to conflict with local, state
or federal law, the remaining terms of this Agreement shall continue in full force and effect. This Agreement may be executed in
any number of counterparts, each of which when executed and delivered, shall be deemed to be an original, but all such counterparts
together shall constitute one instrument. In the event of litigation among the parties as to their rights and obligations under
this Agreement, the prevailing party in such litigation shall be entitled to recover its attorneys’ fees and expenses from
the non-prevailing party. Except as otherwise set forth in this Agreement, this Agreement constitutes the sole and entire agreement
and understanding between the parties hereto as to the subject matter hereof. This Agreement shall be binding upon the parties
hereto and upon their respective successors, assigns, executors and administrators. The parties acknowledge that they have read,
understand, and agree to the contents of this Agreement. Except as otherwise provided herein, no modification, amendment or waiver
of any provision of this Agreement shall be effective against either party unless such modification, amendment or waiver is approved
in writing by both parties hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way
be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision
of this Agreement in accordance with its terms.


 


If the foregoing correctly
sets forth our understanding, kindly acknowledge by executing this Agreement.


 


	 	 	Very truly yours,
	 	 	 
	 	 	ALTERNATIVE FUELS AMERICA, INC.
	 	 	 
	 	 	By:	/s/ Craig
    Frank
	 	 	Craig Frank, Chief Executive Officer
	AGREED TO AND ACCEPTED EFFECTIVE	 	 
	AS OF THIS 1st DAY OF DECEMBER 2011.	 	 
	 	 	 
	/s/ Ilan Sarid	 	 
	Ilan Sarid	 	 


 



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EXHIBIT A


 


SECURED CONVERTIBLE PROMISSORY NOTE


 



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SECURED CONVERTIBLE PROMISSORY NOTE


 


	$650,000.00	Date:  02/26/07


 


1.            FUNDAMENTAL
PROVISIONS.


 


The following terms will be used as defined
terms in this Note:


 


	Holder:	MINNESOTA INVESTMENT GROUP, LLC
	 	 
	Maker:	NETSPACE INTERNATIONAL, INC.


 


	Principal Amount:	Line of Credit (Bridge Note) up to $500,000 $1,000,000 7/18/2007


 


	Interest Rate:	Eight percent (8%) per annum
	 	 
	Maturity Date:	Upon Merger
	 	 
	Business Day:	Any day of the year other than Saturdays, Sundays, or legal holidays in the State of Minnesota.
	 	 
	Line of Credit Documents:	The Note and Security Agreement executed in connection with the Line of credit and the assignment of assets.
	 	 
	Line of Credit:	The line of credit from Holder to Maker in the Principal Amount and evidenced by this Note.
	 	 
	Terms:	The Holder is executing line of credit consistent with its obligations under a separate investment banking agreement.  This promissory note is consistent with the terms of that agreement.


 


	2.	PROMISE TO PAY.
	 	 
	 	For value received, Maker, whose address is 2801 NE 208th Terrace, Miami, Florida 33180 promises to pay to the order of Holder at its principal place of business located at 7760 France Avenue, South, Floor #11, Bloomington, Minnesota 55435 or at such other place as the Holder hereof may from time to time designate in writing, the Principal Amount of Five Hundred Thousand Dollars ($500,000).


 


	3.	PAYMENTS.
	 	 	 
	 	(a)	All payments due hereunder shall be made (i) without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts shall be paid by Maker, and (ii) without any other set off. Maker will pay the amounts necessary such that the Principal Amount and Interest received by the Holder hereof is not less than that required by this Note.


 



    	 



    	 



    

 


	 	(b)	The Note shall be repaid in full on the Maturity Date with a payment consisting of the Principal Amount plus the Interest.
	 	 	 
	 	(c)	If any payment to be made by Maker hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.
	 	 	 
	 	(d)	Holder may opt to convert the value of the principal amount and interest owed into company stock at its sole discretion.


 


	4.	LAWFUL MONEY.
	 	 
	 	All payments made under this Note are payable in lawful money of the United States of America.
	 	 
	5.	APPLICATION OF PAYMENTS/LATE CHARGE.
	 	 
	 	Absent the occurrence of an Event of Default hereunder any payments received by the Holder hereof pursuant to the terms hereof shall be applied first to sums, other than the Principal Amount and Interest, due the Holder hereof pursuant to the Line of credit Documents, next to the payment of all Interest, and the balance, if any, to the payment of the Principal Amount.
	 	 
	6.	SECURITY.
	 	 
	 	This Note has been guaranteed by Maker Assets as an accommodating guarantor and the guarantor has executed an assignment of assets (the "Assignment") to be held by counsel for the Holder (the "Escrow Agent") subject to satisfaction of all amounts due under this Note obligation.
	 	 
	7.	EVENT OF DEFAULT.
	 	 
	 	The occurrence of any of the following shall constitute an event of default ("Event of Default"):


 


	 	(a)	Failure to Pay.  Maker fails to pay, when due, any of the payment
    obligations provided for in this Note at their due date or under any other note or obligations of Maker to the Holder;
	 	 	 
	 	(b)	Denominated Events.  The occurrence of any event expressly denominated as an Event
    of Default in this Note;
	 	 	 
	 	(c)	Failure to Perform.  Maker fails to perform or observe any material covenant,
    term or condition of this Note, or any other note or obligation issued or owing in respect to Holder and to be performed or
    observed by Maker, and such failure continues unremedied for a period of five (5) days after written or facsimile notice from
    Holder to Maker of such failure; or


 



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	 	(d)	Petition By or Against Maker.  There is filed by or against Maker
    any petition or complaint with respect to its own financial condition under any state or federal bankruptcy law or any amendment
    thereto or under any other similar or insolvency laws providing for the relief of debtors.
	 	 	 
	 	(e)	Upon Merger.  A default will be initiated upon the Company's merger or acquisition
    with or of another company.
	 	 	 
	 	(f)	Failure to Adhere to Terms.  Failure of the Company to adhere to the terms and
    conditions of the investment banking agreement signed by the parties.


 


	8.	CONVERSION OPTION.
	 	 	 
	 	If the Company becomes public through a reverse merger the Holder may, at its sole discretion, convert note into a 504 or 506 offering.
	 	 	 
	9.	REMEDIES.
	 	 	 
	 	(a)	Acceleration, Proceed Against Collateral. Upon the occurrence of an Event of Default
    and for so long as such default is continuing:


 


	 	(1)	The total amount of this Note and all other sums owing to Holder which are then due and unpaid or thereafter to become due and payable; and interest on the foregoing sums, at the rate of fourteen percent (14%) per annum from said occurrence until paid in full (the "Default Amount") shall, at the option of Holder, become immediately due and payable without notice or demand;
	 	 	 
	 	(2)	In lieu of any monetary damages, the Holder may instruct the Escrow Agent to release the Assignment and the Holder shall have the right in its sole and absolute discretion to file the assignment with the United States Patent and Trademark office. It is agreed and understood that the release from Escrow of the Assignment will be in full satisfaction of all amounts due and owed under this Promissory Note.
	 	 	 
	 	(3)	Holder may exercise any of the other remedies provided under applicable laws.


 


	 	(b)	Cumulative Remedies; Waivers.  No remedy referred to herein is intended
    to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available
    to Holder at law or in equity. No express or implied waiver by Holder of any default or Event of Default hereunder shall in
    any way be, or be construed to be, a waiver of any future or subsequent default or event of Default. The failure or delay
    or Holder in exercising any rights granted it hereunder under any occurrence of any of the contingencies set forth herein
    shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies,
    and any single or partial exercise of any particular right by Holder shall not exhaust the same or constitute a waiver of
    any other right provided herein.


 



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	 	(c)	Costs and Expenses. Maker shall be liable for all costs, charges and expenses
    incurred by Holder by reason of the occurrence of any Event of Default or the exercise of Holder's remedies with respect thereto
    including legal fees.
	 	 	 
	 	(d)	No Marshalling.  Holder shall be under no obligation to proceed against any or
    all of the collateral before proceeding directly against Maker. Holder shall be under no obligation whatsoever to proceed
    first against any of the Collateral. It is expressly understood and agreed that all of the Collateral stands as equal security
    for all obligations described above, and that Holder shall have the right to proceed against any or all of the Collateral
    in any order, or simultaneously, as in its sole discretion it shall determine. It is further understood and agreed that Holder
    shall have the right, as it, in its sole discretion, shall determine, to retain, sell or dispose of any or all of the Collateral
    in any order or simultaneously.
	 	 	 
	 	(e)	Other Remedies.  The remedies granted to Holder herein upon an Event of Default
    are not restrictive of any and all other rights and remedies of Holder provided for by this Agreement, any of the relevant
    documents and applicable law.


 


	10.	WAIVER.
	 	 
	 	Maker, endorsers, guarantors, and sureties of this Note hereby waives diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of non payment, notice of intent to accelerate, notice of acceleration, notice of dishonor, any notice of nonpayment, and all other notices or demands of any kind (except notices specifically provided for in the Line of credit Documents) and expressly agrees that, without in any way affecting the liability of Maker, endorsers, guarantors, or sureties, the Holder hereof may extend any maturity date or the time for payment of any installment due hereunder, otherwise modify the Line of credit Documents, accept additional security, release any person liable, and release any security or guaranty. Maker, endorsers, guarantors, and sureties waive, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense.
	 	 
	11.	CHANGE, DISCHARGE, TERMINATION, OR WAIVER.
	 	 
	 	No provision of this Note may be changed, discharged, terminated, or waived except in writing signed by the party against whom enforcement of the change, discharge, termination or waiver is sought. No failure on the part of the Holder hereof to exercise and no delay by the Holder hereof in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof.
	 	 
	12.	ATTORNEYS' FEES.
	 	 
	 	If this Note is not paid when due or if any Event of Default occurs, Maker promises to pay all costs of enforcement and collection and preparation thereof, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof (including, without limitation, all such costs incurred in connection with any bankruptcy, receivership, or other court proceedings (whether at the trial or appellate level).


 



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	13.	SEVERABILITY.
	 	 
	 	If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.
	 	 
	14.	INTEREST RATE LIMITATION.
	 	 
	 	Maker hereby agrees to pay an effective rate of interest that resulting from the Interest provided for herein, together with any additional rate of interest resulting from any other charges in the nature of interest paid or to be paid in connection with the Line of credit, including, without limitation, any fees to be paid by maker pursuant to the provisions of the Line of credit Documents. Holder and Maker agree that none of the terms and provisions contained herein or in any of the Line of credit Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of Minnesota. In such event, if any Holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of Minnesota, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the Holder, be credited to the payment of other amounts payable under the Line of credit Documents or returned to Maker.
	 	 
	15.	NUMBER AND GENDER.
	 	 
	 	In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa.
	 	 
	16.	HEADINGS.
	 	 
	 	Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.
	 	 
	17.	CHOICE OF LAW.
	 	 
	 	This Note shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles. In the event of any litigation, the parties agree to the jurisdiction of the courts located in Bloomington, Minnesota.
	 	 
	18.	INTEGRATION.
	 	 
	 	The Line of credit Documents contain the complete understanding and agreement of the Holder hereof and Maker and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations.
	 	 
	19.	BINDING EFFECT.
	 	 
	 	The Line of credit Documents will be binding upon, and inure to the benefit of, the Holder hereof, Maker, and their respective successors and assigns. Maker may not delegate its obligations under the Line of credit Documents.


 



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	20.	TIME IS OF THE ESSENCE.
	 	 
	 	Time is of the essence with regard to each provision of the Line of credit Documents as to which time is a factor.
	 	 
	21.	SURVIVAL.
	 	 
	 	The representations, warranties, and covenants of the Maker in the Line of credit Documents shall survive the execution and delivery of the Line of credit Documents and the making of the Line of credit.
	 	 
	22.	FACSIMILE COPIES.
	 	 
	 	The parties agree that the Holder may rely on facsimile copies of the Note and the facsimile copies shall be deemed an original copy of the Note. Maker may not challenge the authenticity of the facsimile copy of the Note.
	 	 
	23.	WAIVER OF JURY TRIAL.
	 	 
	 	MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN CONNECTION HEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH THIS NOTE. MAKER AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE THE COURT AND NOT BEFORE A JURY.


 


MAKER:


NETSPACE INTERNATIONAL, INC.


 


	/s/	Chris Arthman	 
	BY:	Chris Arthman	 
	ITS:	Chief Executive Officer	 
	 	 	 
	PAY TO THE ORDER OF ILAN SARID	 
	 	 	 
	   /s/ Paul J. Everett	 
	By:  Paul J. Everett	 


 



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EXHIBIT B


 


ASSIGNMENT OF PROMISSORY NOTE


 



    	 



    	 



    

 


ASSIGNMENT OF PROMISSORY NOTE


 


THIS ASSIGNMENT OF PROMISSORY
NOTE (the “Agreement") is made and dated this 4th day of January, 2010, by and among MINNESOTA INVESTMENT
GROUP, LLC., a Minnesota limited liability company ("Assignor") and ILAN SARID ("Assignee").


 


Assignor hereby assigns,
transfers and conveys to Assignee all of its rights, title and interest in and to that certain promissory note between Minnesota
Investment Group and Netspace International Holdings. A true copy of all said note is attached hereto as Exhibit A and made
a part hereof as if fully stated herein (hereinafter referred to as the "Note").


 


Assignee hereby accepts
the Note from Assignor.


 


Assignor shall endorse
the Note to the Assignee.


 


IN WITNESS WHEREOF,
the parties hereby have executed this Agreement as of the date first above written.


 


	 	ASSIGNOR:
	 	 
	 	MINNESOTA INVESTMENT GROUP,
	 	a Minnesota Limited Liability Company
	 	 
	 	/s/  Paul J. Everett
	 	By: Paul J. Everett
	 	 
	 	ASSIGNEE:
	 	 
	 	ILAN SARID
	 	 
	 	/s/  Ilan Sarid
	 	By:  Ilan Sarid


 


 



    	 



    	 



    

Exhibit A


To


Assignment of Promissory Note


 


SECURED CONVERTIBLE PROMISSORY NOTE


 


	$650,000.00	Date:  02/26/07


 


	1.	FUNDAMENTAL PROVISIONS.


 


The following terms will be used as defined
terms in this Note:


 


	Holder:	MINNESOTA INVESTMENT GROUP, LLC
	 	 
	Maker:	NETSPACE INTERNATIONAL, INC.


 


	Principal Amount:	Line of Credit (Bridge Note) up to $500,000 $1,000,000 7/18/2007


 


	Interest Rate:	Eight percent (8%) per annum
	 	 
	Maturity Date:	Upon Merger
	 	 
	Business Day:	Any day of the year other than Saturdays, Sundays, or legal holidays in the State of Minnesota.
	 	 
	Line of Credit Documents:	The Note and Security Agreement executed in connection with the Line of credit and the assignment of assets.
	 	 
	Line of Credit:	The line of credit from Holder to Maker in the Principal Amount and evidenced by this Note.
	 	 
	Terms:	The Holder is executing line of credit consistent with its obligations under a separate investment banking agreement.  This promissory note is consistent with the terms of that agreement.


 


	2.	PROMISE TO PAY.
	 	 
	 	For value received, Maker, whose address is 2801 NE 208th Terrace, Miami, Florida 33180 promises to pay to the order of Holder at its principal place of business located at 7760 France Avenue, South, Floor #11, Bloomington, Minnesota 55435 or at such other place as the Holder hereof may from time to time designate in writing, the Principal Amount of Five Hundred Thousand Dollars ($500,000).
	 	 
	3.	PAYMENTS.


 


	 	(a)	All payments due hereunder shall be made (i) without deduction of any present and future taxes, levies, imposts, deductions, charges or withholdings, which amounts shall be paid by Maker, and (ii) without any other set off. Maker will pay the amounts necessary such that the Principal Amount and Interest received by the Holder hereof is not less than that required by this Note.


 



    	 



    	 



    

 


	 	(b)	The Note shall be repaid in full on the Maturity Date with a payment consisting of the Principal Amount plus the Interest.
	 	 	 
	 	(c)	If any payment to be made by Maker hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.
	 	 	 
	 	(d)	Holder may opt to convert the value of the principal amount and interest owed into company stock at its sole discretion.


 


	4.	LAWFUL MONEY.
	 	 
	 	All payments made under this Note are payable in lawful money of the United States of America.
	 	 
	5.	APPLICATION OF PAYMENTS/LATE CHARGE.
	 	 
	 	Absent the occurrence of an Event of Default hereunder any payments received by the Holder hereof pursuant to the terms hereof shall be applied first to sums, other than the Principal Amount and Interest, due the Holder hereof pursuant to the Line of credit Documents, next to the payment of all Interest, and the balance, if any, to the payment of the Principal Amount.
	 	 
	6.	SECURITY.
	 	 
	 	This Note has been guaranteed by Maker Assets as an accommodating guarantor and the guarantor has executed an assignment of assets (the "Assignment") to be held by counsel for the Holder (the "Escrow Agent") subject to satisfaction of all amounts due under this Note obligation.
	 	 
	7.	EVENT OF DEFAULT.
	 	 
	 	The occurrence of any of the following shall constitute an event of default ("Event of Default"):


 


	 	(a)	Failure to Pay.  Maker fails to pay, when due, any of the payment
    obligations provided for in this Note at their due date or under any other note or obligations of Maker to the Holder;
	 	 	 
	 	(b)	Denominated Events.  The occurrence of any event expressly denominated as an Event
    of Default in this Note;
	 	 	 
	 	(c)	Failure to Perform.  Maker fails to perform or observe any material covenant,
    term or condition of this Note, or any other note or obligation issued or owing in respect to Holder and to be performed or
    observed by Maker, and such failure continues unremedied for a period of five (5) days after written or facsimile notice from
    Holder to Maker of such failure; or


 



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	 	(d)	Petition By or Against Maker.  There is filed by or against Maker
    any petition or complaint with respect to its own financial condition under any state or federal bankruptcy law or any amendment
    thereto or under any other similar or insolvency laws providing for the relief of debtors.
	 	 	 
	 	(e)	Upon Merger.  A default will be initiated upon the Company's merger or acquisition
    with or of another company.
	 	 	 
	 	(f)	Failure to Adhere to Terms.  Failure of the Company to adhere to the terms and
    conditions of the investment banking agreement signed by the parties.


 


	8.	CONVERSION OPTION.
	 	 
	 	If the Company becomes public through a reverse merger the Holder may, at its sole discretion, convert note into a 504 or 506 offering.
	 	 
	9.	REMEDIES.


 


	 	(a)	Acceleration, Proceed Against Collateral. Upon the occurrence of an Event
    of Default and for so long as such default is continuing:


 


	 	(1)	The total amount of this Note and all other sums owing to Holder which are then due and unpaid or thereafter to become due and payable; and interest on the foregoing sums, at the rate of fourteen percent (14%) per annum from said occurrence until paid in full (the "Default Amount") shall, at the option of Holder, become immediately due and payable without notice or demand;
	 	 	 
	 	(2)	In lieu of any monetary damages, the Holder may instruct the Escrow Agent to release the Assignment and the Holder shall have the right in its sole and absolute discretion to file the assignment with the United States Patent and Trademark office. It is agreed and understood that the release from Escrow of the Assignment will be in full satisfaction of all amounts due and owed under this Promissory Note.
	 	 	 
	 	(3)	Holder may exercise any of the other remedies provided under applicable laws.


 


	 	(b)	Cumulative Remedies; Waivers.  No remedy referred to herein is intended
    to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available
    to Holder at law or in equity. No express or implied waiver by Holder of any default or Event of Default hereunder shall in
    any way be, or be construed to be, a waiver of any future or subsequent default or event of Default. The failure or delay
    or Holder in exercising any rights granted it hereunder under any occurrence of any of the contingencies set forth herein
    shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies,
    and any single or partial exercise of any particular right by Holder shall not exhaust the same or constitute a waiver of
    any other right provided herein.


 



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	 	(c)	Costs and Expenses. Maker shall be liable for all costs, charges and expenses
    incurred by Holder by reason of the occurrence of any Event of Default or the exercise of Holder's remedies with respect thereto
    including legal fees.
	 	 	 
	 	(d)	No Marshalling.  Holder shall be under no obligation to proceed against any or
    all of the collateral before proceeding directly against Maker. Holder shall be under no obligation whatsoever to proceed
    first against any of the Collateral. It is expressly understood and agreed that all of the Collateral stands as equal security
    for all obligations described above, and that Holder shall have the right to proceed against any or all of the Collateral
    in any order, or simultaneously, as in its sole discretion it shall determine. It is further understood and agreed that Holder
    shall have the right, as it, in its sole discretion, shall determine, to retain, sell or dispose of any or all of the Collateral
    in any order or simultaneously.
	 	 	 
	 	(e)	Other Remedies.  The remedies granted to Holder herein upon an Event of Default
    are not restrictive of any and all other rights and remedies of Holder provided for by this Agreement, any of the relevant
    documents and applicable law.


 


	10.	WAIVER.
	 	 
	 	Maker, endorsers, guarantors, and sureties of this Note hereby waives diligence, demand for payment, presentment for payment, protest, notice of nonpayment, notice of protest, notice of non payment, notice of intent to accelerate, notice of acceleration, notice of dishonor, any notice of nonpayment, and all other notices or demands of any kind (except notices specifically provided for in the Line of credit Documents) and expressly agrees that, without in any way affecting the liability of Maker, endorsers, guarantors, or sureties, the Holder hereof may extend any maturity date or the time for payment of any installment due hereunder, otherwise modify the Line of credit Documents, accept additional security, release any person liable, and release any security or guaranty. Maker, endorsers, guarantors, and sureties waive, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense.
	 	 
	12.	CHANGE, DISCHARGE, TERMINATION, OR WAIVER.
	 	 
	 	No provision of this Note may be changed, discharged, terminated, or waived except in writing signed by the party against whom enforcement of the change, discharge, termination or waiver is sought. No failure on the part of the Holder hereof to exercise and no delay by the Holder hereof in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof.


 



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	12.	ATTORNEYS' FEES.
	 	 
	 	If this Note is not paid when due or if any Event of Default occurs, Maker promises to pay all costs of enforcement and collection and preparation thereof, including but not limited to, reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof (including, without limitation, all such costs incurred in connection with any bankruptcy, receivership, or other court proceedings (whether at the trial or appellate level).
	 	 
	13.	SEVERABILITY.
	 	 
	 	If any provision of this Note is unenforceable, the enforceability of the other provisions shall not be affected and they shall remain in full force and effect.
	 	 
	14.	INTEREST RATE LIMITATION.
	 	 
	 	Maker hereby agrees to pay an effective rate of interest that resulting from the Interest provided for herein, together with any additional rate of interest resulting from any other charges in the nature of interest paid or to be paid in connection with the Line of credit, including, without limitation, any fees to be paid by maker pursuant to the provisions of the Line of credit Documents. Holder and Maker agree that none of the terms and provisions contained herein or in any of the Line of credit Documents shall be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of Minnesota. In such event, if any Holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of the State of Minnesota, all such sums deemed to constitute interest in excess of such maximum rate shall, at the option of the Holder, be credited to the payment of other amounts payable under the Line of credit Documents or returned to Maker.
	 	 
	15.	NUMBER AND GENDER.
	 	 
	 	In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa.
	 	 
	16.	HEADINGS.
	 	 
	 	Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not part of this Note.
	 	 
	17.	CHOICE OF LAW.
	 	 
	 	This Note shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to conflict of laws principles. In the event of any litigation, the parties agree to the jurisdiction of the courts located in Bloomington, Minnesota.


 



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	18.	INTEGRATION.
	 	 
	 	The Line of credit Documents contain the complete understanding and agreement of the Holder hereof and Maker and supersede all prior representations, warranties, agreements, arrangements, understandings, and negotiations.
	 	 
	19.	BINDING EFFECT.
	 	 
	 	The Line of credit Documents will be binding upon, and inure to the benefit of, the Holder hereof, Maker, and their respective successors and assigns. Maker may not delegate its obligations under the Line of credit Documents.
	 	 
	20.	TIME IS OF THE ESSENCE.
	 	 
	 	Time is of the essence with regard to each provision of the Line of credit Documents as to which time is a factor.
	 	 
	21.	SURVIVAL.
	 	 
	 	The representations, warranties, and covenants of the Maker in the Line of credit Documents shall survive the execution and delivery of the Line of credit Documents and the making of the Line of credit.
	 	 
	22.	FACSIMILE COPIES.
	 	 
	 	The parties agree that the Holder may rely on facsimile copies of the Note and the facsimile copies shall be deemed an original copy of the Note. Maker may not challenge the authenticity of the facsimile copy of the Note.
	 	 
	23.	WAIVER OF JURY TRIAL.
	 	 
	 	MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN CONNECTION HEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH THIS NOTE. MAKER AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE THE COURT AND NOT BEFORE A JURY.


 


MAKER:


 


NETSPACE INTERNATIONAL, INC.


 


	/s/	Chris Arthman	 
	BY:	Chris Arthman	 
	ITS:	Chief Executive Officer	 


 






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