ex103.htm


    
      Exhibit
10.3

       

       

       

      PROMISSORY
NOTE

       

      
        	$1,625,000 	 	 	
                Middleboro,
      Kentucky

              
	
                 

              	 	 	
                October 1,
      2008

              




      Heartland, Inc., a Maryland corporation
(the "Maker"), for value received, hereby promises to pay to Lee Holding Company
LP, (the "Holder"), the principal sum of  One Million Six Hundred
Twenty Five Thousand ($1,625,000) (the “Principal”) Dollars in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.  Beginning
on November 1, 2008, and continuing on the 1st day of each month thereafter
until paid in full, a monthly installment of $13,709.22 shall be due and
payable, which shall be applied first to all accrued but unpaid interest on this
Note, and the remainder will be applied to the outstanding principal amount then
due  Maker further promises to pay interest on the unpaid principal
balance hereof at the rate of eight percent (8%) per annum, principal and
interest on the outstanding balance to be paid annually.  Interest
shall be calculated on the basis of a 360 day year and actual days
elapsed.  In no event shall the interest charged hereunder exceed the
maximum permitted under the laws of the State of Kentucky.

      


      This Note can be prepaid in whole or in
part at any time without the consent of the Holder provided that Maker shall pay
all accrued interest on the principal so prepaid to date of such
prepayment.

      


      The entire unpaid principal balance of
this Note and interest accrued with respect thereto shall be immediately due and
payable upon the occurrence of any of the following (each, an "Event of
Default"):

      


      a.  Application for, or
consent to, the appointment of a receiver, trustee or liquidator for Maker or of
its property;

      


      b.  Admission in writing of
the Maker's inability to pay its debts as they mature;

      


      c.  General assignment by the
Maker for the benefit of creditors;

      


      d.  Filing by the Maker of a
voluntary petition in bankruptcy or a petition or an answer seeking
reorganization, or an arrangement with creditors;

      


      e.  Entering against the
Maker of a court order approving a petition filed against it under the federal
bankruptcy laws, which order shall not have been vacated or set aside or
otherwise terminated within 60 days; or

      


      f.   Default in the payment
of the principal or accrued interest on this Note, when and as the same shall
become due and payable, whether by acceleration or otherwise, which such default
has not been cured within ten (10) of the Holder notifying the Maker in writing
of such default.

      


      If default is made in the payment of
this Note on the date on which all principal and accrued interest on the Note
shall become due and payable pursuant to the terms hereof, whether by scheduled
maturity or by acceleration, and the same is placed in the hands of an
attor­ney for collection, or suit is filed hereon, or proceedings are had in
bankruptcy, probate, receivership or other judicial proceedings for the
establishment or collection of any amount called for hereunder, or any amount
payable or to be payable hereunder is collected through any such proceedings,
Maker agrees to pay to the owner and holder of this Note a reason­able
amount as attorney's or collection fees.

       

      
        
          
          

        

        
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      Maker
shall pay a late charge (the “Late Charge”) of 5% of the amount then due if any
payment in whole or in part due under this Note is not received by Holder within
10 days after its due date. The late payment charge shall be payable to Holder
on demand, or if demand is not made, then on the due date of the next payment
under this Note. A similar late charge may be imposed for each successive
30-day period
during which all or any portion of such payment remains delinquent. Such late
charge shall be in addition to, and not in lieu of, any other right or remedy
Holder may have, including the right to receive principal and interest and to
reimbursement of costs and expenses.

      


      All rights and remedies available to
the Holder pursuant to the provisions of applicable law and otherwise are
cumulative, not exclusive and enforceable alternatively, successively and/or
concurrently after default by Maker pursuant to the provisions of this
Note.  The obligation of Maker to pay the amounts due under this Note
are absolute and the Maker shall have no rights to set-off, counterclaim or
deduction.

      


      As an inducement for the Holder to
enter into that certain Stock Purchase Agreement with the Maker and to secure
the complete and timely payment, performance and discharge in full, as the case
may be, of this Note, the Maker hereby, unconditionally and irrevocably,
pledges, grants and hypothecates to the Holder, a continuing security interest
in, a continuing lien upon, an unqualified right to possession and disposition
of and a right of set-off against, in each case to the fullest extent permitted
by law, all of the Maker’s right, title and interest of whatsoever kind and
nature in and to assets of the Maker, except that such security interest will be
subject to the secured interest of Choice Financial Bank.

      


      This Note may not be changed, modified
or terminated orally, but only by an agreement in writing, signed by the party
to be charged.

      


      This Note shall be governed by and
construed in accordance with the laws of the State of Kentucky and shall be
binding upon the successors, endorsees or assigns of the Maker and inure to the
benefit of the Holder, its successors, endorsees and assigns.

      


      The Maker hereby irrevocably consents
to the jurisdiction of the courts located in London,  in the
Commonwealth of Kentucky and the United States District Court for the Eastern
District of Kentucky in connection with any action or proceeding arising out of
or relating to this Note.  If any term or provision of this Note shall
be held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.

       

       

      
        
          	 	

                  HEARTLAND,
      INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        



       

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