qumi_ex46.htm


     

    EXHIBIT 4.6

     

    

       

      PROMISSORY
NOTE

       

      FOR VALUE
RECEIVED, the undersigned, Quamtel Inc., a Nevada corporation ("Maker"),
promises to pay to the order of WARREN GILBERT ("Payee"), in lawful money of the
United States of America, the principal sum of $200,000, plus interest at the
annual rate of 15.9% from and after December 15, 2009.

       

      Principal
and interest shall be payable in a single lump sum on June 15, 2010. Maker shall have the right to prepay any
portion of this Note without premium or penalty.

       

      Additional
Payments: Maker will pay the sum of $40.00 per DataJack sold toward the note in
addition to a $5.00 spiff on each unit sold up to 5,000 units.

       

      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 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 are hereby expressly waived by Maker and each other liable party. Any past
due principal shall bear interest at the rate of eighteen percent (18%). Failure
to exercise this option upon any such default shall not constitute a waiver of
the right to exercise such option in the event of any subsequent
default.

       

      If the
entire unpaid principal balance 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 herefore, 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 or 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 called 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.

       

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


      
        
           


        

        
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                  Dated
      as of December 15, 2009

                	
                  MAKER:

                   

                   

                  QUAMTEL,
    INC

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Stuart Ehrlich	 
	 	 	Stuart
      Ehrlich, President	 
	 	 	 	 
	 	 	 	 


        

      

      


        
          
             


          

          
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