f8k110608ex4i_fund.htm


     

    Exhibit
4.1

     

    
      	
              US$325,000

            	
              October
      31, 2008

            


    

     

    Fund.com
Inc.

     

    9%
UNSECURED PROMISSORY NOTE

     

    


     

    FOR VALUE
RECEIVED, the adequacy of which is hereby acknowledged, Fund.com Inc., a company
organized under the laws of the State of Delaware (the “Company”), hereby
promises unconditionally to pay to IP Global Investors Ltd., with an address of
170 Harrison Avenue, Harrison NY 10528 (including any successor or permitted
transferee hereunder, the “Holder”) in lawful
money of the United States of America (“Dollars” or “US$”) and in
immediately available funds, the principal sum of THREE HUNDRED TWENTY-FIVE
THOUSAND AND 00/100 DOLLARS (US$325,000) on the 30th
Business Day immediately following demand for such payment delivered in
accordance with Section 6 bnelow, and to pay interest on such principal amount
of this Unsecured Promissory Note (the “Note”).  Capitalized
terms used but not otherwise defined herein have the respective meanings given
to such terms below.

     

        1. Principal.  Promptly
following the payment in full of this Note, the Holder shall surrender this Note
to the Company for cancellation.

     

        2. Interest. Interest on
the Note shall accrue at a rate of 9 percent (9%) per annum from the date of
this Note.  Interest shall be payable upon payment of the principal
hereof.  Interest shall be computed on the basis of a 360-day year
applied to actual days elapsed.

     

        3. Payments.  All
payments to be made by the Company in respect of this Note shall be made in U.S.
Dollars by wire transfer to an account designated by the Holder by written
notice to the Company.  I.

     

        4. Definitions.  The
following terms shall have the meanings set forth below:

     

     “Business Day” means a
day other than Saturday, Sunday, or any day on which the banks located in the
State of New York are authorized or obligated to close.

     

        5.  Binding
Effect.  All terms and conditions of this Note and all
covenants of the Company in this Note shall be binding upon the Company and its
successors and permitted assigns.  This Note shall inure to the
benefit of the Holder and its successors and assigns, and any subsequent holder
of this Note.

     

        6. .Notices.  Any
notice, demand, offer, request or other communication required or permitted to
be given pursuant to the terms of this Note shall be in writing and shall be
deemed effectively given the earlier of (i) when received, (ii) when
delivered personally, (iii) one Business Day after being delivered by
facsimile (with receipt of appropriate confirmation), (iv) one Business Day
after being deposited with an overnight courier service, or (v) four days
after being deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the recipient at the address set forth below unless another address
is provided to the other party in writing:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              if to Company, to:

               

              Fund.com
      Inc.

              14
      Wall Street

              20th
      Floor

              New
      York, NY 10005

              Attn: Greg
      Webster, CEO

              Fax:           (212)
      618-1705

               

            
	
              if to Lender, to:

               

              IP
      Global Investors Ltd.

              170
      Harrison Avenue

              Harrison,
      NY 10528

               

            


    

     

        7. Amendments, Waivers or
Termination.  Neither this Note nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.

     

        8. Governing
Law.  The validity of this Note, the construction of its terms,
and the rights of the Company and Holder shall be determined in accordance with
the laws of the State of New York, excluding any principles of conflicts of laws
that would refer the choice of law to another jurisdiction.

     

        9. Consent to
Jurisdiction. Each party hereto hereby irrevocably and unconditionally
submits to the jurisdiction of any federal or state court sitting in the County
of New York in the State of New York and irrevocably agrees that all actions or
proceedings arising out of or relating to this Note shall be litigated
exclusively in such court.  Each party hereto agrees not to commence
any legal proceeding related hereto or thereto except in such
courts.  Each party hereto irrevocably waives any objection which it
may now or hereafter have to the laying of the venue of any such proceeding in
any such court and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
Each party hereto consents to process being served in any such action or
proceeding by mailing a copy thereof by registered or certified
mail.

     

        10. Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS NOTE.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OF THE OTHER PARTIES HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT ANY OF THE OTHER PARTIES WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its duly
authorized officer and this Note to be dated October 31, 2008.

     

     

     

    
      
        	
                COMPANY:

              
	
                Fund.com
      Inc.

              
	 
      
	 
      
	
                By:
      /ss/ Gregory
  Webster

              
	
                Name:
      Gregory Webster

              
	
                Title:
      Chief Executive Officer

              


      

    

     

     

     

     

     

    [SIGNATURE
PAGE TO PROMISSORY NOTE]

     

     

     

    3