exhibit_10-5.htm


    
      

    

    Exhibit
      10.5

     

                                                                                                               

    
      
        	 PROMISSORY
                NOTE	 
	 $750,000 	
                 August
                  25, 2005

              


      

    

     

    FOR
      VALUE RECEIVED, the under
      signed,   CMARK International, Inc. ( Borrower) 9570
      Two  Notch RD  Suite 4 , Columbia, South Carolina 29223
      promises to pay to the order of    Sterling Management, LLC (
      LENDER)              
      160 White Oaks Lane, Vadnais Heights, MN  55127 or of such other place
      as the holder may designate to the undersigned, the principal sum of the
      outstanding principal balance outstanding together with interest thereon, at
      the
      rate 18 % per annum, from the date hereof until paid as
      follows:  Consecutive monthly payments of interest only beginning on
      September 25, 2005 and continuing on same calendar day thereafter for two years
      with one final payment of all remaining principal and accrued interest due
      on  August 25, 2007, (two years).  It is agreed by both
      Borrower and Lender that after the initial eighteen (18) months of the term
      of
      the note and upon agreement in writing by the Lender, that the note rate will
      adjust to sixteen percent (16%) per annum on the first $500,000 of the principal
      and fourteen percent (14%) per annum on the remaining principal
      balance.

     

    The
      intent of this loan is an asset-based loan secured by Accounts Receivables,
      Inventories and other items identified in the Security
      Agreement.  Monthly Interest on amounts outstanding at the end of each
      calendar month shall be sent from Borrower to Lender within 15 working days
      of
      the monthly calendar due date.

     

    Payments
      shall be applied first to accrued interest and the balance to
      principal.

     

    In
      the
      event that Borrower desires to pay off this note within the first six (6) months
      of the term, Borrower agrees to pay Lender a two percent (2%) prepayment
      penalty.  Beyond six (6) months from the date of the note and up to
      the expiration of the two-year term, Borrower may pay off the note with no
      penalty.

     

    In
      the
      event of any default by the undersigned in the payment of principal or interest
      within fifteen (15) working days of the date due, the unpaid balance on the
      principal sum of this promissory note shall at the option and with written
      request to the Borrower by the Lender become immediately due and
      payable.

     

    To
      secure
      payment and performance of the above described secured debt, lender has executed
      a separate security agreement and corresponding UCC-1 dated August 25, 2005
      for
      the obligation created by this note.  It is understood by Borrower and
      Lender that a UCC-1 and security agreement is currently in place and held by
      Contractor Funding, aka: Marvin Gardens, Inc.  Borrower will obtain a
      release of the security from Contractor Funding per agreement within thirty
      (30)
      days of the full funding of the principal amount of this note by
      Lender.

     

    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 time to time at or after maturity or other indulgence,
      and
      waive all notice thereof.

    


    Lender
      will be entitled to receive quarterly financial reports from Borrower within
      thirty (30) days of the end of each calendar quarter in order to evaluate
      performance of the company against the goals and projections supplied to Lender
      as part of its due diligence prior to execution of this agreement.  It
      is understood by Lender that the projections made as part of the business plan
      originally provided are subject to change by management and any such changes
      will be supplied to Lender a minimum of 15 days prior to the beginning of each
      calendar quarter.  It is understood by Borrower that in the event that
      sales and net profit results are not within fifteen percent (15%) of the
      projections made on a quarterly basis for any two consecutive quarters or if
      there are two consecutive calendar quarters of net losses, that Lender will
      have
      the option, upon written request, to call the Note due and payable within ninety
      (90) days.  It is further understood that if any one quarter is not
      within thirty percent (30%) of the projections that Lender will have the option,
      upon written request, to call the Note due and payable within ninety (90)
      days.

     

    It
      is
      agreed by Borrower and Lender that the funding of the principal amount of this
      Note will be in two stages.  The first $500,000 to be funded upon
      execution of this agreement, on or about August 29, 2005, and the remaining
      $250,000 to be funded within no longer than sixty (60) days from date of
      execution of this agreement.  If the business goals and performance of
      Borrower are met to the Lender’s satisfaction for the first nine (9) months, or
      less at Lender’s discretion, Lender intends to make available and additional
      principal amount of $750,000 at a note rate of sixteen percent (16%) per
      annum.

    


    As
      compensation for the fundraising efforts associated with this agreement,
      Sterling Management, LLC and Kevin DeMeritt shall receive a one percent (1%)
      equity position in CMARK International, Inc. to be transferred upon the full
      funding of the original $750,000 principal amount of this Note.  In
      the event that the additional $750,000 principal amount is funded, an additional
      one percent (1%) equity position shall be transferred.

    


    In
      case
      suit or action is instituted to collect this note, or any portion thereof,
      the
      maker promises to pay court costs and such additional sum, as the court may
      adjudge reasonable as and for attorney's fees in said
      proceedings.  This note is made and executed under, and is in all
      respects governed by the laws of the State of Arizona.

    


    


    CMARK
      International, Inc..   a SC Corporation

    


    


    /s/ 
      Charles W. Jones,
      Jr.              


    Charles
      W. Jones, Jr.

    President

    


    August
      25,
      2005                             


    Date: