**Exhibit 10.31**

 

**PROMISSORY NOTE**

 

 

Public Media Works,Inc., a California corporation (“Maker”), promises to pay to Micheal Wittlin (“Holder”), the principal amount of One Hundred Eighty Thousand Dollars ($180,000.00), with interest on such amount until paid, at therate set forth below and payable pursuant to terms and conditions contained herein. This Promissory Note (the “Note”) is being made by Maker pursuant to the Separation and General Release dated July 18, 2005 between Maker andHolder. 

 

**INTEREST RATE**. The amount of outstandingprincipal shall bear interest at a rate of six percent (6%) per annum. Interest shall accrue on the principal balance from and after the date hereof and shall be calculated on the basis of a 365-day year. Notwithstanding the foregoing, in no eventwhatsoever shall the amount paid, or agreed to be paid, to Holder for the use or forbearance of money to be loaned hereunder exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever Holder shall receive asinterest under this Note an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing hereunder and not to the payment of interest, or if suchexcessive interest exceeds the unpaid balance of principal, such excess shall be refunded to Maker. 

 

**TERM**. The term of this Note shall be for a period beginning on the date hereof and ending on a date twelve (12) months from the date hereof(the “Maturity Date”). 

 

**PAYMENT**.All outstanding principal and interest shall be due and payable on the Maturity Date. Any payment hereunder shall be applied first to the payment of costs and charges of collection, if any, then to accrued interest, and the balance, if any, shall bethen applied to reduction of principal. Principal and interest are payable in lawful money of the United States of America. Maker may prepay this Note in full or in part at any time without a prepayment charge. 

 

**SUBORDINATION**.****Holder agrees to subordinate the paymentof this Note to any debt financing or loan incurred by the Company after the date hereof. 

 

**DEFAULT/ACCELERATION**. If any one or more of the following events shall occur (hereinafter called an “Event of Default”), namely: (i) Maker shall fail to make timely payment on theMaturity Date and such failure is not cured within five (5) business days of written notice by Holder to Maker; or (ii) Maker shall make an assignment for the benefit of his creditors, or shall file or commence, or have filed or commenced againsthim any proceeding for any relief under any bankruptcy or insolvency law, or a receiver or trustee shall be appointed for Maker; THEN, upon the occurrence of any such Event of Default, or upon the expiration of the term of this Note, Holder at itselection, and without presentment, demand or notice of any kind, all of which are expressly waived 

by Maker, may declare the entire outstanding balance of principal and interest thereon immediately due and payable, together with all costs of collection,including attorneys’ fees, in addition to all of its other rights and remedies, all of which are cumulative. 

 

**NO WAIVER BY HOLDER**. The acceptance by Holder of any payment under this Note after the date such payment is due, or the failure to declarean Event of Default as herein provided, shall not constitute a waiver of any of the terms of this Note or the right to require the prompt payment when due of future or succeeding payments or to declare an Event of Default for any failure to so payor for any other default. 

 

**WAIVERS**. Maker and anyendorsers, guarantors and sureties of this Note hereby waive diligence, demand, presentment, notice of nonpayment, protest and notice of protest and expressly agree that this Note and any payment hereunder may be renewed, modified or extended fromtime to time and at any time and consent to the acceptance or release of security for this Note or a release of any party or guarantor, all without in any way affecting their liability and waive the right to plead any and all statutes of limitationsas a defense to any demand on this Note, or on any guaranty thereof, or to any agreement to pay the same to the full extent permissible by law. 

 

 

**MISCELLANEOUS**. The terms of this Note shall inure to thebenefit of and bind the parties hereto and their successors and assigns. Maker represents and warrants to Holder that the obligations hereunder arise out of or in connection with business purposes and do not relate to any personal, family orhousehold purpose. As used herein the term “Maker” shall include the undersigned Maker and any other person or entity who may subsequently become liable for the payment hereof. The term “Holder” shall include the named Holder aswell as any other person or entity to whom this Note is conveyed, transferred or assigned. Holder may not assign this Note without the Maker’s prior written consent. Each person signing this Note on behalf of Maker represents and warrants thathe has full authority to do so and that this Note binds Maker. 

 

**GOVERNING LAW**. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of California without giving any effect to principles of conflict of laws. This Note shall be deemedmade and entered into in Van Nuys, California. 

 
**MAKER:**
Public Media Works, Inc.
By: 
/s/ Thomas A. Szabo
  
Thomas A. Szabo, CEO