Exhibit 10.10


 


PROMISSORY
NOTE


 


 


	
  $225,000.00

  	
   

  	
  As of September 23, 2004

  
	
   

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
   

  



 


International
Shipping Enterprises, Inc. (the “Maker”) promises to pay to the order of
Angeliki Frangou (the “Payee”) the principal sum of Two Hundred Twenty Five
Thousand Dollars and No Cents ($225,000.00) in lawful money of the United
States of America, together with interest on the unpaid principal balance of
this Note, on the terms and conditions described below.


1.             Principal.  The
principal balance of this Note shall be repayable on the earlier of (i)
September 23, 2005 or (ii) the date on which Maker consummates an initial
public offering of its securities.


2.             Interest.  No interest
shall accrue on the unpaid principal balance of this Note.


3.             Application of Payments.  All payments
shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this Note.


4.             Events of Default.  The
following shall constitute Events of Default:


(a)           Failure to Make Required Payments.  Failure by Maker to pay the principal of or
accrued interest on this Note within five (5) business days following the date
when due.


(b)          Voluntary Bankruptcy, Etc.  The commencement by Maker of a voluntary
case under the Federal Bankruptcy Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy, insolvency,
reorganization, rehabilitation or other similar law, or the consent by it to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker in
furtherance of any of the foregoing.


(c)           Involuntary Bankruptcy, Etc.  The entry of a decree or order for relief by
a court having jurisdiction in the premises in respect of maker in an
involuntary case under the Federal Bankruptcy Code, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days.


 

















 


5.             Remedies.


(a)           Upon the occurrence of an Event of
Default specified in Section 4(a), Payee may, by written notice to Maker,
declare this Note to be due and payable, whereupon the principal amount of this
Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the
documents evidencing the same to the contrary notwithstanding.


(b)          Upon the occurrence of an Event of
Default specified in Sections 4(b) and 4(c), the unpaid principal balance of,
and all other sums payable with regard to, this Note shall automatically and
immediately become due and payable, in all cases without any action on the part
of Payee.


6.             Waivers.  Maker and
all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might
accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued
hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.


7.             Unconditional Liability.  Maker hereby
waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its
liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of
time, renewal, waiver or modification granted or consented to by Payee, and
consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by Payee with respect to the payment or other provisions of
this Note, and agree that additional makers, endorsers, guarantors, or sureties
may become parties hereto without notice to them or affecting their liability
hereunder.


8.             Notices.  Any notice
called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing
receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the
following addresses or to such other address as either party may designate by
notice in accordance with this Section:


 


	
  If to Maker:

  
	
   

  	
   

  
	
   

  	
  International Shipping
  Enterprises, Inc.

  
	
   

  	
  1225 Franklin Avenue,
  Suite 325

  
	
   

  	
  Garden City, New York
  11530

  
	
   

  	
  Attn.:  Angeliki Frangou, Chairman of the Board

  
	
   

  	
   

  



 


 


2

















 


 


	
  If to Payee:

  
	
   

  	
   

  
	
   

  	
  Angeliki Frangou

  
	
   

  	
  1225 Franklin Avenue,
  Suite 325

  
	
   

  	
  Garden City, New York
  11530

  



 


Notice shall be deemed given on the earlier of (i) actual receipt by
the receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the
receiving party’s on-line access provider (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.


9.             Construction.  This Note
shall be construed and enforced in accordance with the domestic, internal law,
but not the law of conflict of laws, of the State of New York.


10.           Severability.  Any
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed
by its Secretary the day and year first above written.


 


	
   

  	
  INTERNATIONAL SHIPPING

  ENTERPRISES, INC.

  
	
   

  	
   

  	
  



  
	
   

  	
  By

  	
       /s/
  Vasiliki Papaefthymiou

  
	
   

  	
   

  	
  Vasiliki
  Papaefthymiou, Secretary

  



 


3