Unassociated Document


Exhibit
10.3



PROMISSORY
NOTE

 


	
      $
      50,000
	
      December
      10, 2004

	 	
      Irvine,
      California

       




For value
received, Trinity3 Corporation, a Delaware corporation (the “Company”), promises
to pay to Jeffrey Willmann, an individual, or his
assigns (the “Holder”) the principal sum of up to Fifty Thousand Dollars
($50,000), or such lesser amount as shall be delivered by Holder to the Company.
The principal hereof and any unpaid accrued interest thereon shall be due and
payable on the earlier to occur of (i) the approval of repayment by the
Company’s Board of Directors, or (ii) the closing of a round of equity or debt
financing by the Company in a gross amount equal to $200,000 or more (unless
such payment date is accelerated as provided in Section 1 or Section 3 hereof)
(the “Maturity Date”). Payment of all amounts due hereunder shall be made at the
address of the Holder provided for in Section 4 hereof. No interest shall accrue
under this Note.

 

1.    PREPAYMENT. The
Company may, at its option, at any time and from time to time, prepay all or any
part of the principal balance of this Note, without penalty or
premium.

 

2.    TRANSFERABILITY. This
Note shall not be transferred, pledged, hypothecated, or assigned by the Holder
without the express written consent of the Company.

 

3.    DEFAULT. The
occurrence of any one of the following events shall constitute an Event of
Default:




(a)   The
non-payment, when due, of any principal or interest pursuant to this
Note;




(b)   The
material breach of any representation or warranty in this Note. In the event the
Holder becomes aware of a breach of this Section 3(b), then provided such breach
is capable of being cured by Company, the Holder shall notify the Company in
writing of such breach and the Company shall have five (5) business days after
notice to cure such breach;




(c)   The
breach of any covenant or undertaking, not otherwise provided for in this
Section 3;




(d)   The
commencement by the Company of any voluntary proceeding under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, receivership,
dissolution, or liquidation law or statute of any jurisdiction, whether now or
hereafter in effect; or the adjudication of the Company as insolvent or bankrupt
by a decree of a court of competent jurisdiction; or the petition or application
by the Company for, acquiescence in, or consent by the Company to, the
appointment of any receiver or trustee for the Company or for all or a
substantial part of the property of the Company; or the assignment by the
Company for the benefit of creditors; or the written admission of the Company of
its inability to pay its debts as they mature; or










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(e)   The
commencement against the Company of any proceeding relating to the Company under
any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt,
receivership, dissolution or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect, provided, however, that the commencement of
such a proceeding shall not constitute an Event of Default unless the Company
consents to the same or admits in writing the material allegations of same, or
said proceeding shall remain undismissed for 20 days; or the issuance of any
order, judgment or decree for the appointment of a receiver or trustee for the
Company or for all or a substantial part of the property of the Company, which
order, judgment or decree remains undismissed for 20 days; or a warrant of
attachment, execution, or similar process shall be issued against any
substantial part of the property of the Company.




Upon the
occurrence of any Default or Event of Default, the Holder, may, by written
notice to the Company, declare all or any portion of the unpaid principal amount
due to Holder, together with all accrued interest thereon, immediately due and
payable, in which event it shall immediately be and become due and payable,
provided that upon the occurrence of an Event of Default as set forth in
paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid
principal amount due to Holder, together with all accrued interest thereon,
shall immediately become due and payable without any such notice.

 

4.    NOTICES. All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the Party to be notified, (b)
when sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, or (c) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent
as follows:

 


	 	
      If
      to the Company:
	
      Trinity3
      Corporation

	 	 	
      1920
      Main Street, Suite 980

	 	 	
      Irvine,
      CA 92614

	 	 	
      Facsimile
      (949) 955-1937

	 	 	
      Attn:
      President

	 	 	 
	 	
      with
      a copy to:
	
      The
      Lebrecht Group, APLC

	 	 	
      22342
      Avenida Empresa, Suite 220

	 	 	
      Rancho
      Santa Margarita, CA 92688

	 	 	
      Attn:
      Brian A. Lebrecht, Esq.

	 	 	
      Facsimile
      No.: (949) 635-1244

	 	 	 
	 	
      If
      to Purchaser:
	
      Jeffrey
      Willmann

	 	 	
      [Address]

	 	 	
      [Fax]

	 	 	
       







or at
such other address as the Company or Purchaser may designate by ten (10) days
advance written notice to the other Party hereto.

 







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5.    GOVERNING
LAW;VENUE. The
terms of this Note shall be construed in accordance with the laws of the State
of California, as applied to contracts entered into by California residents
within the State of California, and to be performed entirely within the State of
California. The Parties agree that any action brought to enforce the terms of
this Note will be brought in the appropriate federal or state court having
jurisdiction over Orange County, California.

 

6.    ATTORNEY’S
FEES. In the
event either Party shall refer this Note to an attorney to enforce the terms
hereof, the non-prevailing Party agrees to pay all the costs and expenses
incurred in attempting or effecting the enforcement of the prevailing Party’s
rights, including reasonable attorney’s fees, whether or not suit is
instituted.

 

7.    CONFORMITY
WITH LAW. It is
the intention of the Company and of the Holder to conform strictly to applicable
usury and similar laws. Accordingly, notwithstanding anything to the contrary in
this Note, it is agreed that the aggregate of all charges which constitute
interest under applicable usury and similar laws that are contracted for,
chargeable or receivable under or in respect of this Note, shall under no
circumstances exceed the maximum amount of interest permitted by such laws, and
any excess, whether occasioned by acceleration or maturity of this Note or
otherwise, shall be canceled automatically, and if theretofore paid, shall be
either refunded to the Company or credited on the principal amount of this
Note.

 

8.    MODIFICATION;
WAIVER. No
modification or waiver of any provision of this Note or consent to departure
therefrom shall be effective unless in writing and approved by the Company and
the Holder.





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IN
WITNESS WHEREOF, Company
has executed this Convertible Promissory Note as of the
date first written above.





	 	 	 
	 	
      
      Trinity3
      Corporation,

      a
      Delaware corporation



	 
 	 
 	 
 
		By:  	/s/ Steven D.
      Hargreaves
	 	
      

      Steven
      D. Hargreaves
	 	President






	 	 	 
	 	
		By:  	/s/ Shannon T.
    Squyres
	 	
      

      Shannon T. Squyres
	 	Chief Executive
  Officer




 


	 	 	 
	 	
      Acknowledged
      and Agreed:

	 
 	 
 	 
 
		By:  	/s/ Jeffrey
      Willmann
	 	
      


      Jeffrey
      Willmann

	 	



 


 







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