f8k051109ex10vi_soact.htm


     

     

    Exhibit
10.6

     

    LINE
OF CREDIT NOTE

     

    
 

    
      
        
          	
                  $100,000

                	
                  Date
      of Issuance: May 28,
2009

                


        

      

    

     

    FOR VALUE
RECEIVED, So Act Network, Inc., a Delaware corporation ("Borrower"), with an
address at 5715 Will Clayton, Parkway, #6572 Humble, TX 77338, hereby promises
to pay to the order of Greg Halpern ("Lender"), with an address at 5715 Will
Clayton, Parkway, #6572 Humble, TX 77338 or any holder hereof may from time to
time designate, the principal sum of One Hundred Thousand Dollars ($100,000)
(the “Principal Amount”), or the aggregate unpaid principal amount of all
Advances made or extended by Lender to Borrower pursuant to the Credit Line
Agreement, in lawful money of the United States of America and in immediately
available funds on or before the second (2nd)
anniversary of the Date of the Issuance (the “Maturity Date”). It is the intent
of the Borrower and Lender hereunder to create a Credit Line Agreement between
Borrower and Lender whereby Borrower may borrow up to the Principal Amount from
Lender; provided, however, that Lender
has no obligation to lend Borrower any amounts hereunder and the decision to
lend such money lies in the sole and complete discretion of the Lender. The
undefined capitalized terms in this Note shall have the same respective meanings
ascribed thereto in the Credit Line Agreement.

    


    Notwithstanding
anything to the contrary contained herein or in the Credit Line Agreement,
unless earlier paid in accordance with the terms and conditions of this Note,
the entire unpaid principal balance of this Note and all accrued but unpaid
interest shall be due and payable on the Maturity Date. The principal balance of
this Note may be paid in full at any time or in part from time to time,
provided, however, that all payments of principal of this Note shall be
accompanies by the payment of all accrued and unpaid interest under this
Note.

    


    The
unpaid principal of this Note shall bear simple interest at the prime rate as of
the Date of Issuance. Interest shall be calculated based on the principal
balance as may be adjusted from time to time to reflect additional advances made
hereunder. Interest on the unpaid balance of this Note shall accrue monthly but
shall not be due and payable until such time as when the principal balance of
this Note becomes due and payable. There shall be no penalty for early repayment
of all or any part of the principal.

     

     

    
      
        
        

      

      
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    Upon the
occurrence of any Event of Default, Lender may declare the entire amount due and
owing hereunder to be immediately due and payable. Lender may also use all
remedies in law and in equity to enforce and collect the amount owed under this
Note.

    


    No
change, amendment, modification, termination, waiver, or discharge, in whole or
in part, of any provision of this Note shall be effective unless in writing and
signed by the Maker and Payee, and with respect to a waiver or discharge so
given by the Payee, shall be effective only in the specific instance in which
given.  The Maker acknowledges that this Note and the Maker’s
obligations under this Note are, and shall at all times continue to be, absolute
and unconditional in all respects, and shall at all times be valid and
enforceable.  The Payee, at his discretion, may unilaterally offset
any of his obligations to Maker by reducing any installments at any time payable
under this Note.

     

    In the
event any one or more of the provisions contained in this Note should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

     

    This Note
binds Borrower and its successors and assigns, and Borrower hall have the right
to assign, transfer or delegate its rights or obligations under this Note with
Lender’s consent, and this Note shall inure to the benefit of Lender and its
successors and assigns.   This Note shall be construed in
accordance with and governed by the laws of the State of Delaware without giving
effect to conflict of law principles.

     

     

     

    [Signature
Page Follows]

     

    


     

    


    
      
        
        

      

      
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    [Signature
Page to the Note]

     

    IN
WITNESS WHEREOF, this Note has been executed and delivered on the date specified
above by the duly authorized representative of the Company.

     

     

    
      
        
          
            
              
                
                  
                    	 	So
      Act Network, Inc. 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Greg Halpern	 
	 	 	Name:  Greg
      Halpern	 
	 	 	Title:
      President	 
	 	 	 	 
	 	 	 	 
	 	Greg
      Halpern	 
	 	 	 	 
	 	 	/s/ Greg Halpern	 


                  

                

              

            

          

        

      

    

     

    
 

     

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