qumi_ex48.htm


    EXHIBIT 4.8


    


    SENIOR
SECURED PROMISSORY NOTE

     

    
      	$
      1,000,000   	Dallas,
      Texas    	February 27,
    2010


    

     

    FOR
VALUE RECEIVED, the undersigned, Quamtel
Inc., ("Maker"), which is located at 14911 Quorum Drive, Suite 140,
Dallas, Texas 75254, promises to pay to the order of Gilder Funding, ("Payee")
whose address is Miami, Florida, or such other
location as Payee may direct, in lawful money of the United States of America,
the principal sum of one million dollars
($1,000,000) with interest on the outstanding
principal balance at the rate of fifteen percent (15%) per annum until
paid. With Monthly payments of $23,789.93 being due the 15th of each month
starting April 5th, 2010.

     

    Maker
shall pay this Note interest only monthly, with all principal and accrued
interest due on or before February 27, 2016 ("Maturity Date"). This Note may be
prepaid without penalty.

     

    Maker
and any and all co-makers, endorsers, guarantors and sureties severally waive
presentment for payment, notice of nonpayment, protest, demand, notice of
protest, notice of intention to accelerate, notice of acceleration and dishonor,
diligence in enforcement and indulgences of every kind, and hereby agree that
this Note and the liens securing its payment may be extended and re-extended and
the time for payment extended and re-extended from time to time without notice
to them, or any of them, and they severally agree that their liability on or
with respect to this Note shall not be affected by any release or change in any
security at any time existing or by any failure to perfect or maintain
perfection of any security interest in such security.

     

    It
is agreed that time is of the essence of this Note, and if the payment of
principal and all accrued and unpaid interest is not received by Payee on or
before the Maturity Date, or, if a default occurs under any instrument now or
hereafter executed in connection with or as security for this Note, thereupon,
after the passage of applicable notice and cure periods, at the option of Payee,
the entire unpaid principal balance and the accrued and unpaid interest shall be
due and payable forthwith without demand, notice of default or of intent to
accelerate the maturity hereof, notice of nonpayment, presentment, protest or
notice of dishonor, all of which arc hereby expressly waived by Maker and each
other liable party. Any past due principal shall bear interest at the maximum
rata allowed by law. Failure to exercise this option upon any such default shall
not constinite a waiver of the right to exercise such option in the event of any
subsequent default.

     

    If
the entire unpaid principal balance plus all accrued and unpaid interest due and
owing on this Note is not paid at maturity whether by acceleration or otherwise
and is placed in the hands of an attorney for collection, or suit is filed
hereon, or proceedings are had in probate, bankruptcy, receivership,
reorganization, arrangement or other legal proceedings for collection hereof,
Maker and each other liable party agree to pay Payee its reasonable collection
costs, including a reasonable amount for attorneys' fees, but in no event to
exceed the maximum amount permitted by law. Maker and each other liable party
are and shall be directly and primarily, jointly and severally, liable for the
payment of all sums called for hereunder, and Maker
and each other liable party hereby expressly waive bringing of suit and
diligence in taking any action to collect any sums owing hereon and in the
handling of any security hereunder, and Maker and each other liable party hereby
consent to and agree to remain liable hereon regardless of any renewals,
extensions for any period or rearrangements hereof, or any release or
substitution of security herefor, in whole or in part, with or without notice,
from time to time, before or after maturity.

    


    
      
         


      

      
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    It is the intent of Maker and Payee
in the execution of this Note and all other loan documents to contract in strict
compliance with applicable usury law. In furtherance thereof, Maker and Payee
stipulate and agree that none of the terms and provisions contained in this
Note, or in any other instrument executed in connection herewith, shall ever be
construed to create a contract to pay for the use, forbearance or detention of
money, interest at a rate in excess of the maximum rate allowed by law ("Maximum Rate"). Neither Maker nor any
guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note
shall ever be obligated or required to pay interest on this Note at a rate in
excess of the Maximum Rate, and the provisions of this paragraph shall control
over all other provisions of this Note and any other loan documents now or
hereafter executed which may be in apparent conflict herewith. Payee expressly
disavows any intention to charge or collect excessive unearned interest or
finance charges in the event the maturity of this Note is accelerated. If the maturity of
this Note shall be accelerated for any reason or if the principal of this Note
is paid prior to the end of the term of this Note, and as a result thereof the
interest received for the actual period of existence of the loan evidenced by
this Note exceeds the applicable maximum lawful rate, the holder of this Note
shall credit the amount of such excess against the principal balance of this
Note then outstanding and thereby shall render inapplicable any and all
penalties of any kind provided by applicable law as a result of such excess
interest; provided, however, that if the principal hereof has been paid in full,
such excess shall be refunded to Maker. If the holder of this Note shall receive
money (or anything else) which is determined to constitute interest and which
would increase the effective interest rate on this Note or any other
indebtedness which Maker or a guarantor is obligated to pay to holder to a rate
in excess of that permitted by applicable law, the amount determined to
constitute interest in excess of the lawful rate shall be credited against the
principal balance of this Note then outstanding or, if the principal balance has
been paid in full, refunded to Maker, in which event any and all penalties of
any kind under applicable law as a result of such excess interest shall be
inapplicable. If the holder of this Note shall not actually receive, but shall
contract for, request or demand, a payment of money (or anything else) which is
determined to constitute interest and which would increase the effective
interest rate contracted for or charged on this Note or the other indebtedness
evidenced or secured by the Loan Documents to a rate in excess of that permitted
by applicable law, the holder of this Note shall be entitled, following such
determination, to waive or rescind the contractual claim, request or demand for
the amount determined to constitute interest in excess of the lawful rate, in
which event any and all penalties of any kind under applicable law as a result
of such excess interest shall be inapplicable. By execution of this Note, Maker
acknowledges that Maker believes the loan evidenced by this Note to be non-usurious and agrees that if, at
any time, Maker should have reason to believe that such loan is in fact
usurious, Maker will give the holder of this Note notice of
such condition and Maker agrees that the holder shall have sixty (60) days
in which to make appropriate refund or
other adjustment in order to correct such condition if in fact such
exists.

     

    
      
         


      

      
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    Additionally,
if, from any circumstance whatsoever, fulfillment of any provision hereof or of
any documents or instruments executed pursuant to the terms thereof, shall, at
the time fulfillment of such provision be due, involve transcending the Maximum
Rate then, ipso facto, the obligation to be fulfilled shall be reduced to the
Maximum Rate. The term "applicable law" as used in this Note shall mean the laws
of the State of Texas or the laws of the United States, whichever laws allow the
greater rate of interest, as such laws now exist or may be changed or amended or
come into effect in the future.

     

    Company
agrees to make lump sum payments if it receives any substantial payments from
any sources.

     

    This
Note is secured under the terms of a Security Agreement dated the date hereof,
executed by Maker (or by any other liable party) in favor of Payee, or any other
holder of this Note.

     

    In
addition to the above provisions, Maker will be in default if : (1) Maker fails
to timely pay or perform any obligation or covenant in any written agreement
between Payee and Maker; (2) Maker makes any material false statement or
representation in any agreement or document presented to Payee and upon which
Payee relied in funding this Note; (3) a receiver is appointed for Maker; (4)
bankruptcy or insolvency proceedings are commenced against or by Maker; (5)
Maker is dissolved; (6)Maker's collateral provided to secure payment of this
Note is impaired by loss, theft, damage, levy and execution, or destruction,
unless it is promptly replaced with collateral of like kind and quality or
restored to its former condition.

     

    This
Note shall rank senior to all other indebtedness of Maker, and no other
obligation may be created by Maker that ranks senior to this Note.

     

    This
Note has been executed and delivered in and shall be construed in accordance
with and governed by the laws of the State of Texas.

    
       

       

    

    
      
        	 	
                MAKER;

                 

                Quamtel,
      Inc.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Stuart
Ehrlich	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

       

       

    

    
      
        
           


        

        
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