$500,000









Exhibit 10.7 to Form 10-K




 




	

  $125,000


  	

   


  	

   


  	

   


  	

  November

  30, 2001


  





 




SECURED PROMISSORY NOTE




 




1.             Obligation.  For value received, AMERICABILIA.COM, INC.,

a Florida corporation (“Maker”) promises to pay to the order of HENRY E.

CARTWRIGHT (“Holder”) the Principal Amount (as defined below) together with

Interest (as defined below) in the manner and upon the terms and conditions set

forth herein (the “Obligation”).




 




Amount and Payment.  The principal amount (“Principal Amount”) of

this Note is One Hundred Twenty Five Thousand Dollars ($125,000).  This Note shall bear interest on the unpaid

Principal Amount at the rate of ten percent (10%) per annum (“Interest”).  The Principal Amount and Interest shall be

all due and payable on December 31, 2002.




 




2.             Manner and Place of Payment.  Payments of the Principal Amount and

Interest shall be made in lawful money of the United States of America.  Principal is payable at 13 Dovetail Circle,

Henderson, Nevada 89120 or at such place as Holder may designate in writing.




 




3.             Security.  The Obligation guaranteed by Worldwide

Collectibles, Inc., the wholly owned subsidiary of Maker, and performance of

the guaranty is secured by a Security Agreement of even date herewith between

Worldwide Collectibles, Inc. as debtor and Gary Moore and Henry E. Cartwright

as secured party.




 




4.             Prepayment.  Maker shall have the right, at its option,

to prepay this Note, in part or in full, at any time and from time to time,

prior to maturity, without penalty, bonus or charge.




 




5.             Events of Default.  The following shall each constitute an

“Event of Default” under this Note: (i) default in the payment when due of an

installment of Principal Amount and such default shall continue for a period of

five (5) days; (ii) an event of default under the Loan Agreement of even

date herewith; (iii) an event of default under the Security Agreement of

even date herewith; and (iv) any of the following events of bankruptcy or

insolvency:  (A) Maker shall file a

voluntary bankruptcy or reorganization petition under the provisions of the

Federal Bankruptcy Act, any other bankruptcy or insolvency law or any other

similar statute applicable to Maker (“Bankruptcy Laws”), (B) Maker shall

consent to the filing of any bankruptcy or reorganization petition against

Maker under any Bankruptcy Law, (C) Maker shall file a petition or answer

or consent seeking relief or assisting in seeking relief for Maker in a

proceeding under any Bankruptcy Law or any answer admitting the material

allegations of a petition filed against Maker in such a proceeding, (D) Maker

shall make an assignment for the benefit of creditors, (E) Maker shall admit in

writing the inability to pay debts generally as they become due, (F) Maker

shall consent to the appointment of a receiver, trustee, or by the order of a

court of competent jurisdiction, a receiver, liquidator or trustee of Maker or

of any substantial part of the property of which shall not have been discharged

within a period of sixty (60) days, (G) by decree of such a court, Maker

be adjudicated bankrupt or insolvent or any substantial part of the property of

Maker shall have been sequestered and such decree shall have continued

undischarged and unstayed for a period of sixty (60) days after the entry

thereof, or (H) an involuntary bankruptcy 




 





























 




reorganization petition

pursuant to any Bankruptcy Law shall be filed against Maker (and, in the case

of any such petition filed pursuant to any provision of a statute which

requires the approval of such petition by a court, shall be approved by such a

court) and shall not be dismissed within sixty (60) days after such filing.




 




6.             Acceleration Upon Event of

Default.  Upon the occurrence of an

Event of Default specified in Section 5 above, the then unpaid Principal Amount

of this Note shall, at the option of Holder, become immediately due and

payable, without further presentment, notice or demand for payment.




 




7.             Business, Trade or Profession.  This Note and the Obligation arise out of

the conduct by Maker of a business, trade or profession.




 




8.             Expenses of Enforcement.  Maker agrees to pay all reasonable costs and

expenses, including, without limitation, reasonable attorneys’ fees, as a court

of competent jurisdiction shall award, which Holder shall incur in connection

with any legal action or legal proceeding commenced for the collection of this

Note or the exercise, preservation or enforcement of Holder’s rights and

remedies thereunder.




 




9.             Cumulative Rights and Remedies.  All rights and remedies of Holder under this

Note shall be cumulative and not alternative and shall be in addition to all

rights and remedies available to Holder under applicable law.




 




10.           Governing Law.  This Note shall be governed by and

interpreted and construed in accordance with the laws of the State of

Nevada.  Any action or proceeding

arising under or pursuant to this Note shall be brought in Clark County,

Nevada.




 




IN WITNESS WHEREOF, Maker has caused this Note to be executed and

delivered at Henderson, Nevada as of the day and year first above written.




 




	

   


  	

  AMERICABILIA.COM, INC.,


  
	

   


  	

  a Florida corporation


  





 




	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Gary Moore, President


  	

   


  





 




2





























 




	

  $125,000


  	

   


  	

   


  	

   


  	

  November

  30, 2001


  





 




SECURED PROMISSORY NOTE




 




11.           Obligation.  For value received, AMERICABILIA.COM, INC.,

a Florida corporation (“Maker”) promises to pay to the order of GARY MOORE

(“Holder”) the Principal Amount (as defined below) together with Interest (as

defined below) in the manner and upon the terms and conditions set forth herein

(the “Obligation”).




 




Amount and Payment.  The principal amount (“Principal Amount”) of

this Note is One Hundred Twenty Five Thousand Dollars ($125,000).  This Note shall bear interest on the unpaid

Principal Amount at the rate of ten percent (10%) per annum (“Interest”).  The Principal Amount and Interest shall be

all due and payable on December 31, 2002.




 




12.           Manner and Place of Payment.  Payments of the Principal Amount and

Interest shall be made in lawful money of the United States of America.  Principal is payable at 2700 Sunset Road,

Suite A-11, Las Vegas, Nevada 89120 or at such place as Holder may designate in

writing.




 




13.           Security.  The Obligation is guaranteed by Worldwide

Collectibles, Inc., the wholly owned subsidiary of Maker, and performance of

the guaranty is secured by a Security Agreement of even date herewith between

Worldwide Collectibles, Inc. as debtor and Gary Moore and Henry E. Cartwright

as secured parties.




 




14.           Prepayment.  Maker shall have the right, at its option,

to prepay this Note, in part or in full, at any time and from time to time,

prior to maturity, without penalty, bonus or charge.




 




15.           Events of Default.  The following shall each constitute an

“Event of Default” under this Note: (i) default in the payment when due of an

installment of Principal Amount and such default shall continue for a period of

five (5) days; (ii) an event of default under the Loan Agreement of even

date herewith; (iii) an event of default under the Security Agreement of

even date herewith; and (iv) any of the following events of bankruptcy or

insolvency:  (A) Maker shall file a

voluntary bankruptcy or reorganization petition under the provisions of the

Federal Bankruptcy Act, any other bankruptcy or insolvency law or any other

similar statute applicable to Maker (“Bankruptcy Laws”), (B) Maker shall

consent to the filing of any bankruptcy or reorganization petition against

Maker under any Bankruptcy Law, (C) Maker shall file a petition or answer

or consent seeking relief or assisting in seeking relief for Maker in a

proceeding under any Bankruptcy Law or any answer admitting the material

allegations of a petition filed against Maker in such a proceeding, (D) Maker

shall make an assignment for the benefit of creditors, (E) Maker shall admit in

writing the inability to pay debts generally as they become due, (F) Maker shall

consent to the appointment of a receiver, trustee, or by the order of a court

of competent jurisdiction, a receiver, liquidator or trustee of Maker or of any

substantial part of the property of which shall not have been discharged within

a period of sixty (60) days, (G) by decree of such a court, Maker be

adjudicated bankrupt or insolvent or any substantial part of the property of

Maker shall have been sequestered and such decree shall have continued

undischarged and unstayed for a period of sixty (60) days after the entry

thereof, or (H) an involuntary bankruptcy 




 




3





























 




reorganization

petition pursuant to any Bankruptcy Law shall be filed against Maker (and, in

the case of any such petition filed pursuant to any provision of a statute

which requires the approval of such petition by a court, shall be approved by

such a court) and shall not be dismissed within sixty (60) days after such

filing.




 




16.           Acceleration Upon Event of Default.  Upon the occurrence of an Event of Default

specified in Section 5 above, the then unpaid Principal Amount of this Note

shall, at the option of Holder, become immediately due and payable, without

further presentment, notice or demand for payment.




 




17.           Business, Trade or Profession.  This Note and the Obligation arise out of

the conduct by Maker of a business, trade or profession.




 




18.           Expenses of Enforcement.  Maker agrees to pay all reasonable costs and

expenses, including, without limitation, reasonable attorneys’ fees, as a court

of competent jurisdiction shall award, which Holder shall incur in connection

with any legal action or legal proceeding commenced for the collection of this

Note or the exercise, preservation or enforcement of Holder’s rights and

remedies thereunder.




 




19.           Cumulative Rights and Remedies.  All rights and remedies of Holder under this

Note shall be cumulative and not alternative and shall be in addition to all

rights and remedies available to Holder under applicable law.




 




20.           Governing Law.  This Note shall be governed by and

interpreted and construed in accordance with the laws of the State of

Nevada.  Any action or proceeding

arising under or pursuant to this Note shall be brought in Clark County,

Nevada.




 




IN WITNESS WHEREOF, Maker has caused this Note to be executed and

delivered at Henderson, Nevada as of the day and year first above written.




 




	

   


  	

  AMERICABILIA.COM, INC.,


  
	

   


  	

  a Florida corporation


  





 




	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Gary Moore, President


  	

   


  





 




4





























 




SECURITY

AGREEMENT




 




THIS SECURITY AGREEMENT (“Agreement”) is made and entered into this 30th

day of November, 2001 by and between WORLDWIDE COLLECTIBLES, INC., a Nevada

corporation (“Debtor”) and HENRY E. CARTWRIGHT and GARY MOORE

(collectively, “Secured Party”).




 




21.           Definitions.  As used in this Agreement:




 




(i)            “Collateral” means all assets of

Debtor, together with any and all hazard insurance policies thereon together

with all advance payments and any and all rights thereunder and proceeds

therefrom.




 




(ii)           “Indebtedness” means Debtor’s

obligations to Secured Party pursuant to the Secured Promissory Notes in favor

of each Secured Party of even date herewith.




 




(iii)          Terms defined in the Nevada Uniform

Commercial Code not otherwise defined in this Agreement are used in this

Agreement as defined in that Code on the date of this Agreement.




 




22.           Creation of Security Interest.  Debtor hereby grants to Secured Party a lien

and security interest in the Collateral to secure the payment of the

Indebtedness.




 




23.           Care of Collateral.  Debtor shall, unless otherwise specifically

agreed to in writing by Secured Party:




 




(i)            Properly care for and keep all

tangible Collateral in good condition and repair and make the Collateral

available for inspection by Secured Party and its authorized agents at all

reasonable times.




 




(ii)           Provide and maintain in force, at all

times, fire, casualty and public liability insurance and other types of

insurance as is customary for owners of like property.




 




(iii)          Appear in and defend any action or

proceeding, affecting or purporting to affect the Collateral or the security of

this Agreement, and pay all costs and expenses thereof and all costs and

expenses in any such action or proceeding in which Secured Party may appear,

but only if Secured Party is reasonably required to appear in and defend such

action or proceeding to protect its interest in the Collateral.




 




(iv)          Pay before delinquent all taxes and

assessments affecting the Collateral and/or the business of Debtor and all

costs or penalties thereon.




 




(v)           Not remove all the Collateral, or any

material part thereof, from its present location without providing prior

written notice to Secured Party.




 




5





























 




(vi)          Not transfer voluntarily or permit any

involuntary transfer of the Collateral or any interest therein other than in

the ordinary course of business, by way of sale, creation of security interest,

hypothecation, levy or other judicial process without first obtaining the

written consent of Secured Party.




 




(vii)         Not (i) merge or consolidate where

Debtor is not the surviving entity; (ii) dissolve the business of Debtor;

(iii) pay or declare any dividends or distributions; or (iv) lend or

distribute any of Debtor’s property or assets, or incur any debts outside the ordinary

course of business.




 




24.           Warranties of Debtor.  Debtor warrants and covenants that:




 




(i)            Debtor will be, at the time of

acquisition of an interest in any Collateral, the lawful owner of such

Collateral, free of any interest, including without limitation all rights,

claims, liens, encumbrances or options whatsoever.




 




(ii)           All items of Collateral are located

in the State of Nevada.




 




(iii)          So long as any Indebtedness secured

hereby remain outstanding, the warranties contained herein shall have a

continuing effect.




 




25.           Default.  The occurrence of any of the following

events shall constitute a default hereunder:




 




(i)            Debtor shall default under the

Indebtedness or default under or breach any covenant or provision of this

Agreement.




 




(ii)           Any representation or warranty of

Debtor in this Agreement shall prove to have been false or misleading in any

material respect when made.




 




(iii)          Any receiver or trustee of all or a

substantial portion of the assets of Debtor shall be appointed, or Debtor shall

become insolvent or unable to pay debts as they mature, shall make a general

assignment for the benefit of creditors, voluntarily file under any bankruptcy

or similar law, any involuntary petition in bankruptcy shall be filed against

Debtor and not be dismissed within sixty (60) days, or any levies of

attachment, executions, tax assessments, or similar processes shall be issued

against the assets of Debtor and shall not be released within sixty (60) days

thereof.




 




26.           Remedies After Default.  In the event of any default, Secured Party

may exercise any and all of the rights and remedies of a secured party under

the Nevada Uniform Commercial Code or under any other applicable law or in

equity, and in this connection, Secured Party may, without limitation, upon

five days’ notice to Debtor, sent by registered mail, or certified mail, return

receipt requested, and without liability for any diminution in price which may

have occurred, sell all or part of the Collateral in such manner and for such

price as Secured Party may determine. 

At any bona fide public sale Secured Party shall be free to purchase all

or any part of the Collateral.




 




6





























 




27.           Further Actions in Event of

Default.  If a default shall occur

and be continuing, the Secured Party may take any or all of the following

actions, at the same or different times:




 




(i)            declare any or all of the sums

representing the Indebtedness immediately due and payable; and




 




(ii)           with or without legal process enter

any premises where the Collateral is located and take possession of the

Collateral, and make disposition of the Collateral, subject to any and all

applicable provisions of law.




 




28.           Miscellaneous.




 




(i)            Waiver.  Acceptance of partial or delinquent payments

by Secured Party or the failure of Secured Party to exercise any right

hereunder shall not waive any obligation of Debtor, or right of Secured Party,

or modify this Agreement or waive any other similar default.




 




(ii)           Entire Agreement.  This Agreement contains the security

agreement between Secured Party and Debtor. 

There are no representations, agreements, arrangements or

understandings, oral or written, between the parties hereto, relating to the

subject matter contained in this Agreement, which are not fully expressed

herein.




 




(iii)          Additional Documents.  Debtor agrees to that Secured Party may file

a Form UCC-1 Financing Statement and any additional agreements, financing

statements or other documents (collectively, “Financing Statements”) reasonably

required by Secured Party to perfect the security interest granted hereby or to

otherwise effectuate the purpose of this Agreement.  Upon termination of the security interest granted hereby, Secured

Party shall promptly execute and deliver such documents as may reasonably be

requested by Debtor.




 




(iv)          Effect of Headings.  The headings of sections and subsections

herein are inserted for convenience only and shall not control or affect the

meaning or construction of any of the provisions of this Agreement.




 




(v)           Amendment.  This Agreement may only be amended by the

written consent of all of the parties to this Agreement at the time of such

amendment.




 




(vi)          Attorneys’ Fees.  Should any litigation be commenced between

the parties hereto or their assigns or successors in interest concerning any

provision of this Agreement or the rights and duties of any person in relation

thereto, the party to such other relief that may be granted, to a reasonable

sum as and for it or its attorneys’ fees in such litigation.




 




(vii)         Governing Law; Venue.  This Agreement shall be governed by, and

construed and enforced in accord­ance with, the internal laws of the State of

Nevada.  Any action or proceeding

brought under or pursuant to this agreement shall be brought in Clark County,

Nevada.




 




7





























 




(viii)        Counterparts.  This Agreement may be executed in

counterparts, each of which shall be deemed to be an original, but such

counterparts, when taken together, shall constitute but one agreement.




 




(ix)           Notices.  Any notice required or permitted under this

Agreement shall be in writing and shall be deemed effective: (i) upon receipt

in the event of delivery by hand, including delivery made by private delivery

or overnight mail service where either the recipient or delivery agent executes

a written receipt or confirmation of delivery; or (ii) 48 hours after deposited

in the United States mail, registered or certified mail, return receipt

requested, postage prepaid.  Any notice

under this Agreement shall be addressed to the respective party as follows, or

to such other address as may be designated in writing from time to time:




 




	

  If to Debtor:


  	

  Worldwide Collectibles,

  Inc.


  150 Cassia Way 


  Suite 400 


  Henderson, Nevada 89014


  
	

   


  	

   


  
	

  If to Secured Party:


  	

  Henry E. Cartwright 


  13 Dovetail Circle 


  Henderson, Nevada

  89014  


  
	

   


  	

   


  
	

   


  	

  Gary Moore 2700 


  Sunset Road 


  Suite 11 


  Las Vegas, Nevada 89120


  





 




IN

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day

and year first above written.




 




WORLDWIDE

COLLECTIBLES, INC.,




a

Nevada corporation 




 




	

  By: 


  	

   


  	

   


  
	

   


  	

  Keith Veltre, President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  HENRY E. CARTWRIGHT


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  GARY MOORE


  	

   


  





 




8





























 




CONTINUING GUARANTY




 




The undersigned (“Guarantor”) hereby requests

GARY MOORE and HENRY E. CARTWRIGHT (“Lenders”) to accept Promissory Notes of

even date herewith (the “Notes”) from AMERICABILIA.COM. INC., a Florida

corporation (“americabilia”).




 




1.             Guarantor

hereby unconditionally guarantees and promises to pay to Lenders any and all

indebtedness of americabilia to Lenders as evidenced by the Notes.




 




2.             Either

before or after revocation hereof and in such manner, upon such terms and at

such times as he considers best and with or without notice to Guarantor,

Lenders may alter, compromise, accelerate, extend or change the time or manner

for the payment or performance of any indebtedness hereby guaranteed, release

or add any one or more guarantors or endorsers, accept additional or

substituted security therefor, or release or subordinate any security therefor.  No exercise or nonexercise by Lenders of any

right hereby given him, no dealing by Lenders with americabilia or any other

person, and no change, impairment or suspension of any right or remedy of

Lenders shall in any way affect any of the obligations of Guarantor hereunder

or any security furnished by Guarantor or give Guarantor any recourse against

Lenders.




 




3.             Guarantor

waives and agrees not to assert or take advantage of: (a) any right to require

Lenders to proceed against americabilia or any other person, firm or

corporation or to proceed against or exhaust any security held by it at any

time or to pursue any other remedy in his power; (b) the defense of the statute

of limitations in any action hereunder or for the collection of any

indebtedness or the performance of any obligation guaranteed hereby; (c) any

defense that may arise by reason of the incapacity, lack of authority, death or

disability of, or revocation hereof by, any other or others or the failure of

Lenders to file or enforce a claim against the estate (either in

administration, bankruptcy, or other proceeding) of any other or others; (d)

demand, protest and notice of any kind including, without limiting the

generality of the foregoing, notice of the existence, creation or incurring of

new or additional indebtedness or of any action or non–action on the part

of americabilia, Lenders, any endorser, creditor of americabilia or Guarantor

under this or any other instrument, or any other person whomsoever, in

connection with any obligation or evidence of indebtedness held by Lenders as

collateral or in connection with any indebtedness or obligation hereby

guaranteed; (e) any defense based upon an election of remedies by Lenders,

including without limitation, an election to proceed by nonjudicial rather than

judicial foreclosure, which election destroys or otherwise impairs subrogation

rights of Guarantor or the right of Guarantor to proceed against americabilia

for reimbursement, or both, if any, including, without limitation, the

impairment of subrogation rights arising by virtue of statute; (f) any defense

or right based upon the fair value deficiency protections and provisions of

applicable law; and (g) any suretyship defenses available to Guarantor under

applicable law.




 




4.             Guarantor,

by execution hereof, represents to Lenders that the relationship between

Guarantor and americabilia is such that Guarantor has access to all relevant

facts and information concerning the indebtedness and americabilia and that

Lenders can rely upon Guarantor’s having 




 




9





























 




such access.  Guarantor waives

and agrees not to assert any duty on the part of Lenders to disclose to

Guarantor any facts that Lenders may now or hereafter know about americabilia,

regardless of whether Lenders has reason to believe that any such facts

materially increase the risk beyond that which Guarantor intends to assume, or

has reason to believe that such facts are unknown to Guarantor, or has a

reasonable opportunity to communicate such facts to Guarantor.  Guarantor is fully responsible for being and

keeping informed of the financial condition of americabilia and all

circumstances bearing on the final risk of non–payment of the

indebtedness guaranteed hereby.




 




5.             Until

the Notes has been paid in full, Guarantor shall have no right of subrogation

and waives any right to enforce any remedy which Lenders now has or may

hereafter have against americabilia and any benefit of and any right to

participate in, any security now or hereafter held by Lenders.




 




6.             The

amount of Guarantor’s liability and all rights, powers and remedies of Lenders

hereunder and under any other agreement now or at any time hereafter in force

between Lenders and Guarantor shall be cumulative and not alternative, and such

rights, powers and remedies shall be in addition to all rights, powers and

remedies given to Lenders by law.




 




7.             Guarantor’s

obligations hereunder are independent of the obligations of americabilia and,

in the event of any default hereunder, a separate action or actions may be

brought and prosecuted against Guarantor whether action is brought against

americabilia or whether americabilia is joined in any such action or

actions.  Lenders may maintain

successive actions for other defaults. 

Lenders’ rights hereunder shall not be exhausted by their exercise of

any of their rights or remedies or by any such action or by any number of

successive actions until and unless all indebtedness and obligations hereby

guaranteed have been paid and fully performed.




 




8.             Guarantor

agrees to pay to Lenders without demand reasonable attorneys’ fees and all

costs and other expenses which Lenders expend or incur in collecting or

compromising any indebtedness of americabilia or in enforcing this guaranty

against Guarantor including, without limitation, reasonable attorneys’ fees,

costs and other such expenses incurred in any bankruptcy proceeding.  Guarantor warrants and represents that it is

fully empowered to execute this guaranty.




 




9.             This

guaranty shall bind Guarantor’s successors and assigns.  No delegation or assignment of this guaranty

by Guarantor shall be of any force or effect or release Guarantor from any

obligation hereunder.




 




10.           No

provision of this guaranty or right of Lenders hereunder can be waived nor can

Guarantor be released from its obligations hereunder except by a writing duly

executed by Lenders.  Should any one or

more provisions of this guaranty be determined to be invalid  or unenforceable, the remaining provisions

hereof shall be deemed severable therefrom and shall remain in full force and

effect.




 




11.           This

guaranty shall be governed by, and construed and enforced in accord­ance with,

the internal laws of the State of Nevada. 

All actions or proceedings with respect to this guaranty may be

instituted in state or federal courts located in Clark County, Nevada.  Each party consents to the jurisdiction of

such courts.




 




10





























 




12.           Except

as provided in any other written agreement now or at any time hereafter in

force between Lenders and Guarantor, this Continuing Guaranty shall constitute

the entire agreement of Guarantor with Lenders with respect to the subject

matter hereof and no representation, understanding, promise or condition

concerning the subject matter hereof shall be binding upon Lenders unless

expressed herein or therein.  Any notice

to Guarantor shall be deemed to have been duly given when delivered personally

or five (5) days after being mailed, postage prepaid, to 150 Cassia Way, Suite

400, Henderson, Nevada 89014 or to such other address(es) as Guarantor may from

time to time designate by giving written notice to Lenders.




 




Executed by Guarantor on November 30, 2001.




 




	

   


  	

  WORLDWIDE COLLECTIBLES, INC.,


  
	

   


  	

  a Nevada corporation


  





 




	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Keith Veltre, President


  	

   


  





 




11