ex10-1.htm


    
      

      

    


    LINE OF
CREDIT NOTE

     

    
      	
              $150,000

            	
              Sarasota,
      Florida

            
	 
      	
                                             March
      18, 2010

            


    

     

    FOR VALUE
RECEIVED, Resource Exchange of America Corp., a Florida corporation (the
“Maker”), intending to be legally bound hereby, promises to pay to the order of
SKI, Inc.(“Payee”), at such place as Payee may designate from time to time in
writing, the principal sum of One Hundred Fifty Thousand Dollars ($150,000), or
as much thereof as may be advanced or re-advanced from time to time, in lawful
money of the United States, together with interest accruing on the outstanding
principal balance under this Line of Credit Note (the “Note”) as provided below
until repaid in full.

     

    1.   Purpose of Note. This Note evidences, and
is given in consideration of, a loan in the principal amount of up to One
Hundred Fifty Thousand Dollars ($150,000). This is a revolving credit facility
and unless extended or renewed shall be payable in full on the Maturity Date
(defined below).

     

    2.   Advances. At any time or times
prior to the Maturity Date, Maker may request, by written notice to Payee,
advances hereunder (each, an “Advance”) up to the maximum principal amount
hereof, and Payee shall make such amounts available to Maker in immediately
available funds no later than three (3) business days after the date of such
request. The minimum Advance hereunder shall be Twenty Five Thousand Dollars
($25,000). Within the foregoing limits and subject to this Agreement, the Maker
may borrow Advances under this Section 2 subject to the limits in Section 3,
repay or prepay Advances, and re-borrow Advances at any time prior to the
Maturity Date provided that no Event of Default (defined below) remains
uncured.

     

    3.   Terms of Advances. Maker and Payee agree
that Maker may request up to One Hundred Fifty Thousand Dollars ($150,000) for
general working capital.

     

    4.   Interest Rate. Interest shall accrue on
the outstanding principal balance hereof, up to and including the maximum amount
available under this Note, at an annual rate of 8%.  Notwithstanding
anything to the contrary herein, the liability of Maker for payment of interest
under this Note shall not exceed the maximum amount permitted by law, and if any
payment by Maker includes interest in excess of such maximum amount, Payee shall
apply such excess to the reduction of principal or, if none is due, such excess
shall be refunded to Maker. Interest shall be computed on the basis of a 360-day
year.

     

    5.   Maturity Date. All outstanding
principal and accrued interest hereunder shall be due and payable on
demand.

     

    6.   Prepayment. This Note may be
prepaid, in whole or in part, at any time or times without premium or penalty.
All amounts prepaid by Maker to Payee shall be available for
re-advancement.

     

    7.   Events of Default. Each of the following
shall constitute an “Event of Default” hereunder:

    


    Maker
fails to make any payment of principal or interest when due under this
Note;

     

    Maker (i)
applies for or consents to the appointment of a receiver, trustee or liquidator
of itself or any of its property, (ii) admits in writing its inability to pay
debts as they mature, (iii) makes a general assignment for the benefit of
creditors, (iv) is adjudicated bankrupt or insolvent, (v) files a voluntary
petition in bankruptcy or a petition or an answer seeking reorganization or an
arrangement with creditors or to take advantage of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution or liquidation law
or statute, or an answer admitting the material allegations of a petition filed
against it in any proceeding under any such law, or (vi) takes any action for
the purpose of effecting any of the foregoing;

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Any
order, judgment or decree is entered by any court of competent jurisdiction (i)
approving a petition seeking reorganization of Maker or all or a substantial
part of the assets of Maker, or (ii) appointing a receiver, sequester, trustee
or liquidator of Maker or any of its property, and such order, judgment or
decree continues unstayed and in effect for a period of sixty (60) days or
more.

     

    8.   Remedies Upon Default. Upon the occurrence of
any Event of Default (a) the entire unpaid principal balance hereunder plus all
interest accrued thereon shall, at the option of Payee, become due and payable
immediately without presentment, demand, notice of nonpayment, protest, notice
of protest or other notice of dishonor, all of which are hereby expressly waived
by Maker.

     

    9.   Remedies Cumulative. No right or remedy
conferred upon or reserved to Payee under this Note, or now or hereafter
existing at law or in equity or by statute or other legislative enactment, is
intended to be exclusive of any other right or remedy, and each and every such
right or remedy shall be cumulative and concurrent, and shall be in addition to
every other such right or remedy, and may be pursued singly, concurrently,
successively or otherwise, at the sole discretion of Payee, and shall not be
exhausted by any one exercise thereof but may be exercised as often as occasion
therefore shall occur.

     

    10.   Miscellaneous.

     

    a. Waivers, Amendments,
etc. The
provisions of this Note may from time to time be amended, modified or waived,
only if such amendment, modification or waiver is in a writing signed by Maker
and Payee. No failure or delay on the part of Payee in exercising any power or
right under this Note shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right.

     

    b. Notices. All notices and other
communications required or permitted to be given under or in connection with
this Note shall be in writing and shall be deemed given if delivered personally
or by facsimile transmission (receipt verified), express courier service
(signature required), or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice; provided
that notices of a change of address shall be only upon receipt
thereof):

     

    If to
Payee:

     

    SKI,
Inc.

    _______________

    _______________

    _______________

    _______________

     

    If to
Maker:

     

    Resource
Exchange of America

    27
Fletcher Ave.

    Sarasota,
FL 34237

    Tel:
941-312-0330

     

    c.   Severability. Any provision of this
Note which is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Note or affecting the validity or enforceability of such provision in any
other jurisdiction.

     

    d.   Governing Law. This Note shall be
governed by the internal laws of the State of Florida without giving effect to
it principles of conflicts of law.

     

    e.   Successors and Assigns. This Note shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, administrators, successors and permitted assigns.

     

    IN
WITNESS WHEREOF, Maker has executed this Note as of the day and year first above
written.

     

    
      	
               
      

            	
              MAKER:

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              RESOURCE
      EXCHANGE OF
AMERICA  CORP.

            


    

    
      	
               
      

            	
               

            


    

    
      	 
      	 
      	
              /s/                                             .

            
	
               

            	
              By:

            	
                   David
      Finkelstein               .

            
	
               

            	
              Its:

            	
              Chief
      Financial Officer

            


    

     
 

     
 

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              PAYEE:

            


    

    


    
      	
               
      

            	
              SKI,
      Inc.

            


    

    
      	
               
      

            	
               

            


    

    
      	 
      	 
      	
              /s/                                             .

            
	
               

            	
              By:

            	
                                                               .

            
	 
      	
              Its:

            	
               

            


    

    



    
      
         


      

      
        2