exhibit_10-1.htm


    
      
        

      

    

    Exhibit
      10.1

     

     

    
      
        	 PROMISSORY
                NOTE	 
	 $200,000  	
                 December
                  14, 2004

              


      

    

     

    FOR
      VALUE RECEIVED, the under
      signed,   Commercial Marketing, Corp. ( Borrower) 9570
      Two  Notch RD  Suite 4 , Columbia, South Carolina 29223
      promises to pay to the order of    IC Team Ventures, Inc. (
      LENDER)              
      4001 E. Claremont St., Paradise Valley, AZ  85253 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
      January 14, 2005 and continuing on same calendar day thereafter for one year
      with one final payment of all remaining principal and accrued interest due
      on
      December 13, 2005, (one year).

     

    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 5 working
      days

     

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

     

    All
      or
      any part of the aforesaid principal sum may be prepaid at any time without
      penalty.

     

    In
      the
      event of any default by the undersigned in the payment of principal or interest
      when due, the unpaid balance on the principal sum of this promissory note shall
      at the option on the holder become immediately due and payable.

     

    To
      secure
      payment and performance of the above described secured debt, lender has executed
      a separate security agreement dated December 14, 2004 for the obligation created
      by this note all present and future professional fees designated by the holder
      from any entity the holder is associated with.

     

    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.

     

    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.

    


    


    Commercial
      Marketing Corp.   a SC Corporation

    


    /s/
      Charles W. Jones,
      Jr.               


    Charles
      W. Jones, Jr.

    President

    Date:12/14/2004