exhibit_10-6.htm


    
      

    

    Exhibit
      10.6

     

    


    PROMISSORY
      NOTE

     

    


    
      	 $
              400,000.00 	
               September
                29, 2005

            
	 	
               Columbia,
                South Carolina

            


    

    


                 RECITALS:

    


    A.           The
      undersigned Charles W. Jones, Jr., a resident of South
      Carolina  (“Maker”), is president and CEO of CMARK International,.
      Inc.  and a party to two (2) separate contracts with
      Kellogg Brown & Root, dba KBR (“Service Contracts”), whereby Maker is
      obligated to provide food services to persons who are providing and will provide
      disaster relief assistance in the region of the Gulf Coast of the United States
      of America following the effects of Hurricane Katrina.

     

    B.           In
      order to perform its obligations under the Service Contracts, Maker needs to
      refinance the debt of the Corporation.

    


    C.           Robert
      (Bob) Lanford  (“Holder”) is willing to refinance his existing
      receivable  to Maker in accordance with the terms and provisions of
      this Promissory Note (“Note”).

    


                NOW,
      THEREFORE, for good and valuable consideration, and in exchange for a
      separate consulting agreement dated September 29, 2005, the receipt and
      sufficiency of which are hereby acknowledged by Maker, Maker
      agrees:

    


    1.           FOR
      VALUE RECEIVED, Maker, whose address is 9570 Two Notch Road, Suite 4,
      Columbia, South Carolina 29233, Promises to pay to Holder, whose address is
      4001
      East Clarement Street, Paradise  Valley, Arizona 85253, the principal
      sum of  FOUR HUNDRED  THOUSAND DOLLARS
(400,000.00) on or before December 31, 2006 unless an extension
      is
      negotiated, together with interest thereon at the rate of 6% per annum, for
      the
      date hereof until paid as follows:.  Consecutive monthly payments of
      interest only beginning on November 1, 2005 and continuing on the same calendar
      day thereafter for 13 months with one final payment of all remaining principal
      and accrued interest due on December 31, 2006.

    


    
      	
               

            	
              a.

            	
              In
                addition to the monthly interest payments “Holder will also receive a
                monthly consulting fee of $ 4,000.00 per month for the entire time
                period  of this Note.

            


    

    


    
      	
            	
              b.

            	
              As
                further consideration for this loan, Holder may, at his option, convert
                the indebtedness into shares of common stock of CMARK International,
                Inc.
                at a price of $1.00 per common share currently held by the
                Maker.

            


    

    


    2.           In
      the event of a default by Maker in the payment of the Loan Amount, the Loan
      Fee
      and other charges, if any, at the option of the Holder, the entire indebtedness
      evidenced by this Note shall become due, payable and collectible, then or
      thereafter as and when Holder may elect, regardless of the Maturity Date,
      without any grace period or requirement of notice from Holder before Holder
      may
      elect to accelerate the entire indebtedness.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    


    3.           This
      note is secured by 1,600,000 shares of CMARK International, Inc. Common stock
      as
      described in a separate  security agreement dated September 29,
      2005.

    


    


    4.           Any
      and every payment of principal, interest or nay other sums shall be made in
      the
      lawful money of the United States that is legal tender for payment of all debts
      and dues, public and private, at the time of payment, and shall be credited
      first to the Loan Amount, second to the Loan fee and third to other charges,
      if
      any, then due and payable.

    


    5.           Maker
      waives offset, recoupment, demand, presentment for payment, protest, notice
      of
      protest, notice of dishonor and diligence in the collection of this
      Note.

    


    6.           This
      writing is intended by the parties as a final expression of this Note and also
      is intended as a complete and exclusive statement of the terms of this Note.
      No
      course of prior dealing between parties, no usage of trade, and no parol or
      extrinsic evidence of any nature shall be used to supplement or modify any
      term
      hereof, not are there conditions to the full effectiveness of this Note. This
      Note cannot be changed, amended, or modified orally.

    


    7.           Maker
      shall have the right to prepay this note at any time. Maker and Holder both
      have
      the  right to assign their interest(s) in and \or the note at their
      discretion.

     

    8.    In
      the event
      Holder shall upon notice or reasonable suspicion of default consult with an
      attorney for collection, whether or not a lawsuit is filed, Maker agrees to
      pay,
      upon demand, all of Holder’s expenses in connection therewith, including
      attorney’s fees and cost.

    


    9.           This
      Note shall be construed and enforced according to and governed by the laws
      of
      the State of South Carolina.


    


    11.             The
      sole legal relationship between Maker and Holder shall be that a maker and
      a
      holder under a promissory note. Holder does not, in any way or for any purpose,
      become a partner of Maker in the conduct of his business, or otherwise, or
      a
      joint venture or a member of a joint enterprise with Maker.

    


    12.             No
      payment by Maker or receipt by Holder of a lesser amount than the payments
      herein stipulated shall be deemed to be other than on account of the stipulated
      payments, nor shall any endorsement or statement on any check or any letter
      accompanying any check for payment hereunder be deemed as an accord an
      satisfaction, and Holder may accept such check or payment without prejudice
      to
      Holder’s rights to recover the balance of such payment or pursue any other
      remedy provided in this Note or at law or in equity.

    


    13.             The
      maker and all other persons who may become liable for the payment hereof
      severally waive demand, presentment, protest, notice of dishonor or nonpayment,
      notice of protest, and any lack of diligence or delays in collection which
      may
      occur and expressly consent and agree to each and any extension or postponement
      of time of payment hereof from tine to time at or after maturity of other
      indulgence, and waive all notice thereof.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


     

    


    14.             Time
      is of the essence with respect to this Note and each and every term
      hereof.

    


     

    
      	 	 	 	 
	 	MAKER: 	 
	 	Charles
              W. Jones, Jr. 	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 
              Charles W. Jones, Jr.	 
	 	 	 	 
	 	Its:	CEO	 
	 	 	 	 


    

    


    AGREED
      TO BY HOLDER:

    
       

      
        
          	 /s/  
                  Bob Lanford	 September
                  29, 2005
	Bob
                  Lanford  	Date


        

      

    

     

    


    


    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    

      PROMISSORY
        NOTE

       

      
        	 $
                625,000.00  	
                 September
                  29, 2005

              
	 	
                 Columbia,
                  South Carolina

              


      

      


                   RECITALS:

      


      A.           The
        undersigned Charles W. Jones, Jr., a resident of South
        Carolina  (“Maker”), is president and CEO of CMARK International,.
        Inc.  and a party to two (2) separate contracts with
        Kellogg Brown & Root, dba KBR (“Service Contracts”), whereby Maker is
        obligated to provide food services to persons who are providing and will
        provide
        disaster relief assistance in the region of the Gulf Coast of the United
        States
        of America following the effects of Hurricane Katrina.

      


      B.           In
        order to perform its obligations under the Service Contracts, Maker needs
        to
        refinance the debt of the Corporation.

      


      C.           Tom
        Sneva  (“Holder”) is willing to refinance his existing
        receivable  to Maker in accordance with the terms and provisions of
        this Promissory Note (“Note”).

      


                  NOW,
        THEREFORE, for good and valuable consideration, and in exchange for a
        separate consulting agreement dated September 29, 2005, the receipt and
        sufficiency of which are hereby acknowledged by Maker, Maker
        agrees:

      


      1.           FOR
        VALUE RECEIVED, Maker, whose address is 9570 Two Notch Road, Suite 4,
        Columbia, South Carolina 29233, Promises to pay to Holder, whose address
        is 3301
        East Valley Vista Lane,  Paradise  Valley, Arizona 85253,
        the principal sum of  SIX HUNDRED TWENTY FIVE THOUSAND DOLLARS
(625,000.00) on or before December 31, 2006 unless an extension
        is
        negotiated, together with interest thereon at the rate of 6% per annum, for
        the
        date hereof until paid as follows:.  Consecutive monthly payments of
        interest only beginning on November 1, 2005 and continuing on the same calendar
        day thereafter for 13 months with one final payment of all remaining principal
        and accrued interest due on December 31, 2006.

      


      
        	
                 

              	
                a.

              	
                In
                  addition to the monthly interest payments “Holder will also receive a
                  monthly consulting fee of $ 6,250.00 per month for the entire time
                  period  of this Note.

              


      

       

      
        	
                 

              	
                b.

              	
                As
                  further consideration for this loan, Holder may, at his option,
                  convert
                  the indebtedness into shares of common stock of CMARK International,
                  Inc.
                  at a price of $1.00 per common share currently held by the
                  Maker.

              


      

       

      2.           In
        the event of a default by Maker in the payment of the Loan Amount, the Loan
        Fee
        and other charges, if any, at the option of the Holder, the entire indebtedness
        evidenced by this Note shall become due, payable and collectible, then or
        thereafter as and when Holder may elect, regardless of the Maturity Date,
        without any grace period or requirement of notice from Holder before Holder
        may
        elect to accelerate the entire indebtedness.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      3.           This
        note is secured by 2,400,000 shares of CMARK International, Inc. Common stock
        as
        described in a separate  security agreement dated September 29,
        2005.

      


      4.           Any
        and every payment of principal, interest or nay other sums shall be made
        in the
        lawful money of the United States that is legal tender for payment of all
        debts
        and dues, public and private, at the time of payment, and shall be credited
        first to the Loan Amount, second to the Loan fee and third to other charges,
        if
        any, then due and payable.

      


      5.           Maker
        waives offset, recoupment, demand, presentment for payment, protest, notice
        of
        protest, notice of dishonor and diligence in the collection of this
        Note.

      


      6.           This
        writing is intended by the parties as a final expression of this Note and
        also
        is intended as a complete and exclusive statement of the terms of this Note.
        No
        course of prior dealing between parties, no usage of trade, and no parol
        or
        extrinsic evidence of any nature shall be used to supplement or modify any
        term
        hereof, not are there conditions to the full effectiveness of this Note.
        This
        Note cannot be changed, amended, or modified orally.

      


      7.           Maker
        shall have the right to prepay this note at any time. Maker and Holder both
        have
        the  right to assign their interest(s) in and \or the note at their
        discretion.

      


      8.           In
        the
        event Holder shall upon notice or reasonable suspicion of default consult
        with
        an attorney for collection, whether or not a lawsuit is filed, Maker agrees
        to
        pay, upon demand, all of Holder’s expenses in connection therewith, including
        attorney’s fees and cost.

      


      9.           This
        Note shall be construed and enforced according to and governed by the laws
        of
        the State of South Carolina.

      


      


      11.           The
        sole legal relationship between Maker and Holder shall be that a maker and
        a
        holder under a promissory note. Holder does not, in any way or for any purpose,
        become a partner of Maker in the conduct of his business, or otherwise, or
        a
        joint venture or a member of a joint enterprise with Maker.

      


      12.           No
        payment by Maker or receipt by Holder of a lesser amount than the payments
        herein stipulated shall be deemed to be other than on account of the stipulated
        payments, nor shall any endorsement or statement on any check or any letter
        accompanying any check for payment hereunder be deemed as an accord an
        satisfaction, and Holder may accept such check or payment without prejudice
        to
        Holder’s rights to recover the balance of such payment or pursue any other
        remedy provided in this Note or at law or in equity.

      


      13.           The
        maker and all other persons who may become liable for the payment hereof
        severally waive demand, presentment, protest, notice of dishonor or nonpayment,
        notice of protest, and any lack of diligence or delays in collection which
        may
        occur and expressly consent and agree to each and any extension or postponement
        of time of payment hereof from tine to time at or after maturity of other
        indulgence, and waive all notice thereof.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


       

      14.           Time
        is of the essence with respect to this Note and each and every term
        hereof.

       

      
         

        
          	 	 	 	 
	 	MAKER: 	 
	 	Charles
                  W. Jones, Jr. 	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ 
                  Charles W. Jones, Jr.	 
	 	 	 	 
	 	Its:	CEO	 
	 	 	 	 


        

        


        AGREED
          TO BY HOLDER:

        
           

          
            
              	 /s/  
                      Tom Sneva	 September
                      29, 2005
	Tom
                      Sneva	Date


            

          

        

      

    

     

     

     

     

     

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