chlo_ex1011.htm


    Exhibit
10.11

     

     

    
      PROMISSORY
NOTE

      
      

       

      
        	$561,517.27   	
                 Date: January
      01, 2003

              


      

       

      For value
received, the undersigned Video Without Boundaries, Inc. (the “Borrower"), at
1975 E. Sunrise Blvd. 5th F1oor,  Ft. Lauderdale, Florida 33304,
promises to pay to the order of David Aubel, (the “Lender"), at 1802-102 N.
University Dr. #289, Plantation, Florida 33322, (or at such other place as the
Lender may designate in writing) the sum of $561,517.27 with interest from
January 01, 2001, on the unpaid principal at the rate of 8.00% per
annum.

       

      The
unpaid principal and accrued interest shall be payable in full on any future
date on which the Lender demands repayment (the "Due Date").

       

      All
payments on this Note shall be applied first in payment of accrued interest and
any remainder in payment of principal.

       

      The
Borrower reserves the right to prepay this Note (in whole or in part) prior to
the Due Date with no prepayment penalty.

       

      If any
payment obligation under this Note is not paid when due, the Borrower promises
to pay all costs of collection, including reasonable attorney fees, whether or
not a lawsuit is commenced as part of the collection process.

       

      This Note
is secured by a UCC-l Filing on all Tangible Assets and an option by creditor to
convert debt into Rule 144 common stock as per Exhibit “A” attached to this
note, dated May 23,2001. The Lender is not required to rely on the above
security instrument and the assets secured therein for the payment of this Note
in the case of default, but may proceed directly against the
Borrower.

       

      If any of
the following events of default occur, this Note and any other obligations of
the Borrower to the Lender, shall become due immediately, without demand or
notice:

       

      1) the
fai1ure of the Borrower to pay the principal and any accrued interest in fun on
or before the Due Date;

       

      2) the
death of the Borrower or Lender;

       

      3) the
filing of bankruptcy proceedings involving the Borrower as a
debtor;

       

      4) the
application for the appointment of a receiver for the Borrower;

       

      5) the
making of a general assignment for the benefit of the Borrower's
creditors;

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6) the
insolvency of the Borrower;

       

      7) a
misrepresentation by the Borrower 10 the Lender for the purpose of obtaining or
extending credit.

       

      In
addition. the Borrower shall be in default if there is a sale, transfer,
assignment, or any other disposition of any assets pledged as security for the
payment of this Note, or if there is a default in any security agreement which
secures this Note.

       

      If anyone
or more of the provisions of this Note are determined to be unenforceable, in
whole or in part, for any reason, the remaining provisions shall remain fully
operative.

       

      All
payments of principal and interest on this Note shall be paid in the legal
currency of the United States. The Borrower waives presentment for payment,
protest, and notice of protest and nonpayment of this Note.

       

      No
renewal or extension of this Note, delay in enforcing any right of the Lender
under this Note, or assignment by Lender of this Note shall affect the liability
or the obligations of the Borrower. All rights of the Lender under this Note are
cumulative and may be exercised concurrently or consecutively at the Lender's
option.

       

      This Note
shall be construed in accordance with the laws of the State of
Florida.

       

      Signed
this 1st day of January, 2003, at 1975 E. Sunrise Blvd, 5th Floor, Fort
Lauderdale, FL 33304.

       

      


       

       Borrower:

       

      Video
Without Boundaries, Inc.

       

      By: /s/
V. Jeffrey Harrell

       

      V.
Jeffrey Harrell

       

      - 2
-

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT "A" TO PROMISSORY
NOTE

       

      


       

      The
Debtor hereby grants to the Secured Party the option to convert any debt amount
to ValuSales.com, Inc. Rule 144 common stock of at $.01 per share as approved by
the Board of Directors on January 5, 2000. This debt conversion and subsequent
stock issuance is covered by the following Anti Dilution
Provisions.

       

      Anti-Dilution
Provisions. The number and kind of securities purchasable upon the
conversion of this Debenture shall be subject to adjustment from time to time as
follows:

       

      In case
the Corporation shall (i) pay a dividend or make a distribution on the
outstanding common shares payable in common shares, (ii) subdivide the
outstanding common shares into a greater number of shares, (iii) combine the
outstanding common shares into a lesser number of shares, the Creditor shall
thereafter be entitled to receive the number and kind of shares @ $.01 per share
at the time of the debt conversion, which, if the Debt had been converted
immediately prior to the happening of such event, the Creditor would have owned
upon such conversion and been entitled to receive upon such dividend,
distribution, subdivision, combination, or reclassification. Such adjustment
shall become effective on the day next following (x) the record date of such
dividend or distribution or (y) the day upon which such subdivision,
combination, or reclassification shall become effective.

       

      In case
the Corporation shall consolidate or merge into or with another
corporation,  or in case the Corporation shall sell or convey to any
other person or persons all or substantially all the property of the
Corporation, the Creditor shall thereafter be entitled, upon conversion, to
receive the kind and amount of shares, other securities, cash and property
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of common shares which might have been received upon conversion of
the Debt immediately prior to such consolidation, merger, sale or conveyance,
and shall have no other conversion rights. If any such event, effective
provision shall be made, in the certificate or articles of incorporation of the
resulting or surviving corporation, in any contracts of sale and conveyance, or
otherwise so that, so far as appropriate and as nearly as reasonably may be, the
provisions set forth herein for the protection of the rights of the Creditor
shall thereafter be made applicable.

       

      If at any
time the Corporation is required to issue shares of its common shares in excess
of the number of common shares then authorized, both the Corporation and the
Creditor shall cooperate in taking any and all steps necessary to increase the
number of authorized common shares of the Corporation to effectuate the purposes
of this.

       

      Irrespective
of any adjustments in the number or kind of shares to be received upon
conversion of this Debt, the form of Debt conversions theretofore or thereafter
issued may continue to express the number and kind of shares as are stated in
this Debt conversion.

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXECUTION

       

      
        	
                "Debtor"

                ValuSales.com"
      Inc.

                 

                By:
      /s/ V. Jeffrey Harrell

                V.
      Jeffrey Harrell

              	
                “Secured
      Party”

                David
      Aubel

                 

                By:
      /s/ David Aubel

                David
      Aubel