ex10-3.htm


    Exhibit
10.3

    
 

    THIS
REVOLVING PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT.

    ______________________________________________________________________________

    


    


    $100,000 As
of September 5, 2008

     Orange
County, California

    


    


    REVOLVING
PROMISSORY NOTE

    


    In
consideration of such advances (hereinafter “Advance” or “Advances”) as Venor, Inc., or
its assigns (collectively, “Holder”), from time to time
may make hereon to or for the benefit of MYSKIN, INC., a California
corporation (the “Company”), at such other place
as the parties may mutually agree, pursuant to the Revolving Credit Commitment,
as defined below, up to the maximum aggregate principal amount of One Hundred
Thousand U.S. Dollars ($100,000) (the “Maximum Aggregate Amount”),
the Company hereby promises to pay to Holder the principal amount of all
Advances, together with accrued interest thereon from the date of such Advances,
all subject to the terms and conditions set forth below.

    


    1. Revolving Credit
Commitment.

     

    1.1 Advances.  The
Holder agrees to make Advances to the Company from time to time during the
Revolving Credit Commitment Period, as defined below, in an aggregate principal
amount at any one time outstanding which does not exceed the Maximum Aggregate
Amount (the “Revolving Credit
Commitment”).  During the Revolving Credit Commitment Period,
the Company may use the Revolving Credit Commitment by borrowing, prepaying any
Advances in whole or in part, and re-borrowing, all in accordance with the terms
and conditions hereof.

     

    1.2           Interest.  Interest
shall accrue from the date of any Advances on any principal amount withdrawn,
and on accrued and unpaid interest thereon, at the rate of six percent (6%) per
annum, compounded annually.

     

    2. Revolving Credit Commitment
Period.  The revolving credit commitment period (the “Revolving Credit Commitment
Period”) shall commence as of the date hereof and shall expire on March
31, 2009 (the “Expiration
Date”).

     

    3. Procedure for Revolving
Credit Advances.

     

    3.1 The
Company may request Advances under the Revolving Credit Commitment during the
Revolving Credit Commitment Period on any day of the week, Monday through
Friday, 9 a.m. through 5 p.m., Pacific Time, (hereinafter referred to as any
“Business Day” or “Business Days”), provided that the Company
shall give the Holder irrevocable notice (which notice must be received by the
Holder prior to 12:00 Noon, Pacific Time) one (1) Business Day prior to the
requested Advance date, specifying (i) the amount of the Advance, and (ii) the
requested Advance date.  Each Advance under the Revolving Credit
Commitment shall be in an amount equal to $5,000 or a whole multiple of $5,000
in excess thereof.  Upon receipt of any such notice from the Company,
the Holder will make the amount of the Advance available prior to 12:00 Noon,
Pacific Time, on the Advance date requested by the Company in funds immediately
available to the Company.

     

    3.2 The
Holder shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Company to the Holder resulting from
each Advance from time to time, including the amounts of principal and interest
payable and paid to the Holder from time to time under this Note.  The
parties acknowledge and agree that as of the date hereof, an aggregate principal
amount of $65,000 in Advances is outstanding.

     

    4. Repayment
Procedure.

     

    4.1 General.  Repayment
on any Advances shall be made in lawful tender of the United
States.  Any payments on this Note made during the Revolving Credit
Commitment Period, as defined below, shall be credited first to any interest due
and the remainder to principal.

     

    4.2 Repayment of Principal and
Interest.  All outstanding and unpaid principal, and all
outstanding and accrued unpaid interest, shall become due and payable on and as
of the Expiration Date.

     

    4.3           Optional
Prepayment.  The Company may, at any time and from time to time
and without penalty, prepay all or any portion of the accrued and unpaid
interest on this Note and any outstanding principle amount of this
Note.

     

    5. Transfers.

     

    5.1 Holder
acknowledges that this Note has not been registered under the Securities Act of
1933, and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Note in the absence of (i) an effective registration
statement under the Securities Act as to this Note and registration or
qualification of this Note under any applicable Blue Sky or state securities
laws then in effect, or (ii) an opinion of counsel, satisfactory to the Company,
that such registration and qualification are not required.

     

    5.2 Subject
to the provisions of Section 5.1 hereof,
this Note and all rights hereunder are transferable, in whole or in part, upon
surrender of the Note with a properly executed assignment, in the form
prescribed by the Company, at the principal office of the Company; provided, however, that this
Note may not be transferred in whole or in part without the prior written
consent of the Company.

     

    5.3 Until any
transfer of this Note is made in the Note register, the Company may treat the
registered Holder of this Note as the absolute owner hereof for all purposes;
provided, however, that
if and when this Note is properly assigned in blank, the Company may (but shall
not be required to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.

     

    5.4 The
Company will maintain a register containing the name and address of the
registered Holder of this Note.  Any registered Holder may change such
registered Holder’s address as shown on the Note register by written notice to
the Company requesting such change.

     

    5.5 In the
discretion of the Company, the Company may condition any transfer of all or any
portion of this Note (other than a disposition satisfying the conditions set
forth in clause (i) of Section 5.1 above)
upon the transferee’s delivery to the Company of a written agreement, in form
and substance satisfactory to the Company, whereby the transferee agrees to be
bound by the transfer restrictions set forth in this Section
5.

    


    6. Events of
Default.

     

    6.1 Events of
Default.  The occurrence of any or all of the following events
shall constitute an event of default (each, an “Event of Default”) by the
Company under this Note:

     

    (i)           Default
by the Company in any payment on this Note after any such payment becomes due
and payable; or

    


    (ii)           Breach
by the Company of any material provisions of any agreement between the Company
and the Holder; or

    


    (iii)           The
Company shall file a voluntary petition in bank­ruptcy or any petition or
answer seeking for itself any reorgan­ization, readjustment, arrangement,
composition or similar relief; or shall commence a voluntary case under the
federal bankruptcy laws; or shall admit in writing its insolvency or its
inability to pay its debts as they become due; or shall make an assignment for
the benefit of creditors; or shall apply for, consent to, or acquiesce in the
appointment of, or the taking of possession by, a trustee, receiver, custodian
or similar official or agent of the Company or of substantially all of its
property and shall not be discharged within ninety (90) days; or a petition
seeking reorganization, readjustment, arrangement, composition or other similar
relief as to the Company under the federal bankruptcy laws or any similar law
for the relief of debtors shall be brought against the Company and shall be
consented to by it or shall remain undismissed for ninety (90)
days.

    


    6.2 Consequence of
Default.  Upon the occurrence of any Event of Default, the
Holder shall be held in a first credit position on the entire amount due on this
Note, and, this Note shall immediately become due and payable upon written
notice from the Holder, and, from the time of the Company’s receipt of such
written notice until this Note shall be paid in full, the unpaid outstanding
principal balance of this Note shall bear interest at the rate of ten percent
(10%) per annum or the legal rate of interest, whichever is lower, (calculated
on the basis of a three hundred sixty-five (365) day year for the actual number
of days elapsed) (the “Default
Rate”).  Moreover, after the occurrence of any such Event of
Default, the Holder may proceed to protect and enforce its rights, at law, in
equity or otherwise, against the Company.

     

    6.3 Payment of Costs and
Expenses.  In the event that this Note is placed in the hands
of any attorney for collection, or any suit or proceeding is brought for the
recovery or protection of the indebtedness hereunder, then and in any such
events, the Company shall pay on demand all reasonable costs and expenses of
such suit or proceedings incurred by the Holder, including a reasonable
attorneys' fee.

     

    7. Miscellaneous.

     

    7.1 Delay.  No
extension of time for payment of any amount owing hereunder shall affect the
liability of the Company for payment of the indebtedness evidenced
hereby.  No delay by the Holder or any holder hereof in exercising any
power or right hereunder shall operate as a waiver of any power or right
hereunder.

     

    7.2 Waiver and
Amendment.  No waiver or modification of the terms of this Note
shall be valid without the written consent of the Holder.

     

    7.3 Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of California as applied to contracts
entered into between California residents wholly to be performed in California,
without regard to conflict of law principles of such State.

     

    7.4 Severability.  In
case any provision contained herein (or part thereof) shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or other unenforceability shall not affect any other provision (or
the remaining part of the affected provision) hereof, but this Note shall be
construed as if such invalid, illegal, or unenforceable provision (or part
thereof) had never been contained herein, but only to the extent that such
provision is invalid, illegal, or unenforceable.

     

    7.5 Notice.  All
notices and other communications among the parties shall be in writing and shall
be deemed to have been duly given when (i) delivered by email or in person, or
(ii) five (5) days after posting in the U.S. mail as registered mail or
certified mail, return receipt re­quest­ed, or (iii) delivered by
telecopier and promptly confirmed by delivery in person or post as aforesaid in
each case, with postage prepaid, addressed as follows:

     

    If to the
Company, to:

    


    MySkin,
Inc.

    Marichelle@myskinmed.com

    


    


    


    If to the
Holder, to:

    


    Venor,
Inc.

    estoppenhagen@venorconsulting.com

    Attention:
President

    


    


    IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed and
delivered by its authorized officer as of the date first above
written.

    


    


    MYSKIN, INC., a California
corporation

    


    


    By:         /s/ MARICHELLE
STOPPENHAGEN

    Name:              Marichelle
Stoppenhagen

    Title:              President

    


    


    


    ACKNOWLEDGED:

    


    Venor, Inc.

    


    


                              By:               /s/ ERIC
STOPPENHAGEN                                                                   

    Name:              Eric
Stoppenhagen

    Title:              President