PROMISSORY NOTE





Amount: $200,000


Dated as of February 23, 2011





1.           FOR VALUE RECEIVED, Q Lotus Holdings, Inc. (“Obligor”) hereby promises to pay to the order of Southshore Real Estate Development, LLC (“Payee”) the principal sum of Two Hundred Thousand Dollars ($200,000), together with interest accruing thereon at the Interest Rate of eleven percent (11%) per annum in the manner described below with the entire remaining balance of principal and interest due on Monday, April 25, 2011 (the “Maturity Date”).  All payments due hereunder shall be made to Payee at the address provided below for notice in lawful money of the United States of America.





2.           Payment Terms:  The principal balance of two hundred thousand dollars ($200,000) plus interest earned will be due on April 25, 2011.  No monthly payments on this note will be required.





3.           Prepayment. This Note may be prepaid at anytime, in whole or in part, without penalty or interest beyond the date of prepayment.





4.           Obligor Waiver. Obligor waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note. In any action on the Note, Payee or its assignee need not file the original of the Note, but need only file a photocopy of the Note certified by Payee or such assignee to be true and correct copy of this Note. No delay on the part of Payee in exercising any right under this Note or other undertaking affecting this Note, shall operate as a waiver of such right or any other right under this Note, nor shall any omission in exercising any right on the part of Payee under this Note operate as a waiver of any other rights.





5.           Default. It shall be an “Event of Default” hereunder upon (i) the failure by Obligor to pay any amount as and when due hereunder, time being of the essence; or (ii) any assignment for the benefit of creditors of, or the commencement of any bankruptcy, receivership, insolvency, reorganization, dissolution, termination, or liquidation proceedings by or against the Obligor, which is not dismissed within thirty (30) days of the filing of the same; or (iii) breach by Obligor of any of the other provisions of the Note. Upon the occurrence of the Event of Default, notwithstanding any provision herein to the contrary, the outstanding indebtedness evidenced by this Note, together with all accrued interest shall be immediately due and payable, without notice to or demand upon Obligor, and Payee may exercise all of its rights and remedies reserved to it herein or available under applicable law. Additionally, notwithstanding the provisions of Paragraphs 1 and 2 above, any payment not paid when due hereunder shall, without any notice, from after the fifth (5th) day following the due date bear interest at a per annum rate equal to the Interest Rate plus three (3%) percentage points (the “Default Rate”), which interest shall be calculated on the basis of the number of days actually elapsed in a 365/366 day year, and shall be compounded.  Payments shall be applied first to costs of collection, if any, second to accrued and unpaid interest and last to unpaid principal.








6.           Application of Payments. Obligor waives the right to direct the application of any and all payments at any time or times hereafter received by Payee, and Obligor agrees that Payee shall have the continuing exclusive right to apply and reapply such payments in any manner Payee may deem advisable, notwithstanding any entry by Payee upon its books.





7.           Captions. Any headings or captions in this Note are inserted for convenience of reference only. Such headings or captions shall not be deemed to constitute a part hereof, nor shall they be used to construe or interpret the provisions of this Note.





8.           Payment of Costs. Obligor hereby expressly agrees that upon the occurrence of any Event of Default under this Note, Obligor will pay to Payee, on demand, all costs of collection and enforcement of every kind including (but not limited to) all reasonable attorneys’ fees, court costs, and other costs and expenses of every kind incurred by Payee in connection with the enforcement hereof, whether or not any lawsuit is filed with respect thereto.





9.           Notices. Notice shall be deemed given hereunder when sent by commercial courier and received at recipient’s address, or when sent by overnight delivery by a commercial delivery service or via the US Postal Service on the date delivered to recipient’s address, or when sent by fax, on the day transmitted provided the facsimile machine produces a record of such transmission in the normal course of operation, in each case addressed to the recipient at the address appearing below or to such address of which one party notifies the other in accordance with the terms of this Paragraph:





If to Payee:
Southshore Real Estate Development, LLC


Four Executive Boulevard – Suite 200


Sufferen, NY 10901


Attn: Josh Goldstein





If to Obligor:
Q Lotus Holdings, Inc


500 N Dearborn St, Suite 605


Chicago, IL 60654


Attn: Gary Rosenberg





10.         Time of the Essence. Time is hereby declared to be of the essence of this Note and of every part hereof.





11.         Governing Law and Jurisdiction. This Note has been executed and delivered at Chicago, Illinois, and shall be governed by and construed in accordance with the internal laws (and not the choice of laws) of the State of Illinois.  Any dispute with respect to the subject matter hereof shall be submitted to the Circuit Court of Cook County, Illinois, or the United States District Court located in Cook County, Illinois, in either case located in downtown Chicago, Illinois, wherein jurisdiction and venue shall lie exclusively.





12.         Severability. In the event any one or more of the provision of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then, and in either of such events, such provision or provisions only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect.








13.         Business Loan. Obligor hereby represents and warrants that the purpose of the loan evidenced by this Note is for the business of Obligor and not for any consumer purposes whatsoever.





14.         Confessions of Judgment. The Obligor hereby waives presentment, dishonor, protest and demand, diligence, notice of protest, demand and of dishonor, and any other notice otherwise required to be given under the law in connection with the delivery, acceptance, performance or default of this Notice, and expressly agrees that this Notice or any payment hereunder may be extended or subordinated, by forbearance or otherwise, from time to time, without in any way affecting the liability of the Obligor. No consent or waiver by the holder hereof with respect to any action or failure to act which, without such consent or waiver, would constitute a breach of any provision of this Notice, shall be valid and binding unless in writing and signed by the Obligor and the holder thereof.





15.         Representation of Counsel. Obligor hereby represents and warrants that it has consulted and conferred with competent legal counsel of its choice before executing this Note. Obligor further represents and warrants that it has read and understood the terms of this Note and intends to be bound hereby.





16.         Waiver of Jury Trial.  OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. OBLIGOR HEREBY EXPRESSLY ACKNOWLEDGES THIS WAIVER IS A MATERIAL, INDUCEMENT FOR PAYEE TO ACCEPT THIS NOTE AND TO MAKE THE LAON EVIDENCED HEREBY.





17.





OBLIGOR:Q Lotus Holdings, Inc.By:
/S/ GARY ROSENBERGGary Rosenberg, CEO