EX-10.1






GRANDPARENTS.COM, LLC




4% SENIOR SECURED NOTE




New York, NY

December 30, 2011




$500,000.00



SECTION 1. General. For value received, Grandparents.com, LLC, a Florida limited
liability company (the “Company”), hereby promises to pay to the order of NorWesTech, Inc., a
Delaware corporation with its principal place of business at 220 West Harrison Street, Seattle,
Washington, or its registered assigns (“Holder”), the principal amount of FIVE HUNDRED THOUSAND
DOLLARS ($500,000), or such lesser amount as shall then equal the outstanding amount hereof and any
unpaid accrued interest hereon as provided in this Note. This Note shall be due and payable on the
Maturity Date. Payment for all amounts due hereunder shall be made in U.S. dollars by wire
transfer of immediately available funds to the Holder at its address as provided to the Company.
This Note is being issued in connection with the Letter of Intent. Capitalized terms not defined
herein shall have the meaning set forth in the Letter of Intent.



SECTION 2. Definitions. As used in this Note, the following terms, unless the context
otherwise requires, have the following meanings:



(a) “Additional Debt Agreements” means the Meadows Agreement and the Ross Agreement.



(b) “Company” includes any corporation which shall succeed to or assume the obligations of the
Company under this Note.



(c) “Holder”, when the context refers to a holder of this Note, shall mean any person who
shall at the time be the registered holder of this Note.



(d) “Letter of Intent” means the Letter of Intent, dated December 27, 2011, between the
Company and the Holder.



(e) “Maturity Date” means the earlier of:




(i) the Closing (in which case this Note will be assumed and forgiven by NWT),




(ii) ninety (90) days after the effective date of termination of the Letter of Intent;
and




(iii) if the Closing of the executed Definitive Agreement does not occur by February
29, 2012 (or such other date if extended by mutual consent of Holder and the Company), then
(A) the Maturity Date shall be ninety (90) days after February 29, 2012 (or such mutually
extended date, if applicable), if the Closing of the Definitive Agreement does not occur
primarily as a result of GP having breached or failed to perform in any respect any of its
representations, warranties, covenants or other agreements set forth in the Definitive
Agreement, or (B) the Maturity Date shall be six (6) months after February 29, 2012 (or such
mutually extended date, if applicable), if the Closing of the Definitive Agreement does not
occur primarily as a result of (1) NWT having breached or failed to perform in any respect
any of its representations, warranties, covenants or other agreements set forth in the
Definitive Agreement, (2) the failure of any other closing condition that is outside of the
control of GP or (3) the Private Placement (as defined in the Letter of Intent) for $3.0
million shall not have closed by such date.



(f) “Meadows Agreement” means that certain secured indebtedness owed by the Company to Meadows
Capital, LLC, in the principal amount of Three Hundred Thousand Dollars ($300,000) pursuant to that
Negotiable Promissory Note, dated March 22, 2011.



(g) “Ross Agreement” the unsecured indebtedness owed by the Company to David Ross, with a
repayment amount of Two Hundred Seventy-Fifty Thousand Dollars ($275,000) pursuant to that
Promissory Note, dated July 29, 2011, as amended by the First Amendment, dated as of August 30,
2011 (the “Ross Note”).



SECTION 3. Interest. Interest shall accrue on this Note at a rate of four percent
(4%) per annum. Interest shall be computed on the basis of a 360-day year of twelve 30-day months
for the actual number of days elapsed and shall accrue, beginning upon the date hereof, on the
unpaid principal of this Note and will continue to accrue until the Note is paid in full. All
accrued and unpaid interest is due and payable to Holder on the Maturity Date. Unless prohibited
under applicable law, any and all accrued interest shall bear interest at the same rate at which
interest is then accruing on the principal amount of this Note until such interest is paid. Any
accrued interest which for any reason has not theretofore been paid shall be paid in full on the
date on which the final principal payment on this Note is made. If any Event of Default has
occurred and is continuing, the interest rate on this Note shall increase immediately to 12% per
annum, and the principal balance and any unpaid and accruing interest shall continue to accrue at
such rate.



SECTION 4. Defenses; Waiver. The obligations of the Company to make the payments
provided for in this Note are absolute and unconditional and shall not be subject to reduction,
limitation, impairment, termination, defense, set-off, counterclaim or recoupment for any reason.
The Company hereby expressly waives presentment, demand, and protest, notice of demand, dishonor
and nonpayment of this Note, and all other notices or demands of any kind in connection with the
delivery, acceptance, performance, default or enforcement hereof, and hereby consents to any
delays, extensions of time, renewals, waivers or modifications that may be granted or consented to
by the Holder hereof with respect to the time of payment or any other provision hereof.



SECTION 5. Extension of Maturity. Should the principal of or interest on this Note
become due and payable on a day other than a business day, such date shall extended to the next
succeeding business day. For the purposes of the preceding sentence, a business day shall be any
day that is not a Saturday, Sunday, or legal holiday in the State of Washington.



SECTION 6. Prepayment. This Note may be prepaid, without premium or penalty, in
whole or in part at any time and from time to time; provided that upon any prepayment all accrued
and unpaid interest and any other amounts due and owing shall be paid in full with respect to this
Note.



SECTION 7. Security Interest. This Note shall be a secured note. The Company hereby
grants to the Holder a first priority senior security interest in all of the assets of the Company,
pursuant to the Security Agreement dated as of December 21, 2011 attached hereto as Exhibit A and
the Trademark Security Agreement dated as of December 21, 2011 attached hereto as Exhibit B.
Following all obligations under this Note being indefeasibly paid in full and upon three (3)
business days’ prior written notice to Holder, the Company may file UCC-3 terminations statements
and such other filings to terminate the security interests granted pursuant to the Security
Agreement and the Trademark Security Agreement.



SECTION 8. Priority of Payment. To the extent not contrary to applicable law, this
Note and the indebtedness evidenced by this Note shall be senior in right of payment to all
indebtedness of the Company.



SECTION 9. Defaults. Each of the following shall constitute an event of default
(herein individually referred to as an “Event of Default”) hereunder:



(a) Failure in the payment of principal and accrued interest on the Maturity Date; or



(b) The occurrence of any “Event of Default” under the Additional Debt Agreements (as defined
therein), or any material default under, redemption of or acceleration prior to maturity of any
Insider Indebtedness (as defined in the Letter of Intent);



(c) Any breach of any representation or warranty in this Note, the Security Agreement or the
Trademark Security Agreement or any failure by the Company to perform in any material respect any
covenant or other obligation, or agreement in this Note, the Security Agreement or the Trademark
Security Agreement, except that if such failure is curable, then only if such failure remain
uncured, unremedied or unwaived for a period of ten (10) business days after the occurrence of such
failure; provided, however, that if such failure is known by or discovered by Holder (other than as
a result of notice or other communication from the Company) without the Company having knowledge of
or reason to know of such failure, the ten (10) business days cure period shall commence upon
Holder giving written notice to the Company of such failure;



(d) The transfer, sale or encumbrance (other than the existing encumbrance pursuant to the
Meadows Agreement) of any of the Company’s URLs or trademarks;



(e) Upon the filing by the Company of any voluntary petition in bankruptcy or any petition for
relief under the U.S. Federal bankruptcy code or any other state or U.S. Federal law for the relief
of debtors; upon the filing against the Company of any involuntary petition in bankruptcy or any
petition for relief under the U.S. Federal bankruptcy code or any other state or U.S. Federal law
for the relief of debtors, which filing is not dismissed or withdrawn in the Company’s favor within
forty-five (45) days; upon the execution by the Company of an assignment for the benefit of
creditors or the appointment of a receiver, custodian, trustee or similar party to take possession
of the Company’s assets or property; or any of the collateral is seized or levied upon under any
legal or governmental process against the Company or the collateral, or the Company becoming
insolvent or generally not paying its debts as such debts become due, or any formal or informal
proceeding for the dissolution or liquidation of, settlement of claims against or winding up of
affairs of the Company;



(f) any reorganization, merger, consolidation or dissolution of the Company (or the making of
any agreement therefor); the sale, assignment, transfer or delivery of all or substantially all of
the assets of the Company to a third party (other than the Holder); or of a majority of the
membership interest of the Company or the cessation by the Company as a going business concern,
including the cessation of the use of its website for more than five (5) consecutive days; and



(g) Any breach by the Company or Meadows Capital, LLC of any representation, warrant, covenant
or agreement, or any amendment or waiver of any term or provision without Holder’s consent, of that
certain side letter dated December 22, 2011 between Company or Meadows Capital, LLC, of which
Holder is an express third-party beneficiary.



SECTION 10. Rights and Remedies. Upon the occurrence of any Event of Default, such
default not having previously been waived or remedied to the satisfaction of Holder in its sole
discretion, the Holder shall have the following rights and remedies:



(a) The entire unpaid balance of this Note shall be immediately due and payable, without
notice or demand to the Company and thereupon such amount together with all costs, fees and
expenses incurred in connection herewith, shall be immediately due and payable and no declaration
or notice shall be required.



(b) All rights and remedies provided by law, including, without limitation, those provided by
the UCC as in effect in the State of Washington from time to time.



(c) All other rights as set forth in the Security Agreement.



(d) All rights and remedies available to the Holder pursuant to the provisions of this Note
and the Security Agreement, applicable law and otherwise are cumulative, not exclusive, and are
enforceable alternatively, successively and/or concurrently by Holder.



SECTION 11. Assignment. The rights and obligations of the Company and the Holder of
this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and
transferees of the parties. The Company may not assign (whether voluntarily or involuntarily, by
operation of law or otherwise), any of its obligations under this Note or the Security Agreement,
or any part thereof, without the prior written consent of the Holder, which consent may be withheld
in Holder’s sole discretion. Neither party hereto shall be entitled to transfer this Note prior to
the Maturity Date.



SECTION 12. Amendments and Waivers. Any provision of this Note may be amended and
the observance of any term may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the express written consent of both the Company and the
Holder; provided, however, that any amendment or waiver of any of the terms of this Note, the
Security Agreement or the Trademark Security Agreement shall also require the written approval of
Meadows Capital, LLC. Any amendment or waiver affected in accordance with this Section 12 shall be
binding on each future Holder and the Company.



SECTION 13. Notices. Unless otherwise provided, any notice required or permitted
under this Note shall be given in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified; (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient, if not, then on the next business day; (c) five days after
having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d)
one day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the party to be notified
at the address indicated below, or at such other address as such party may designate by ten (10)
days’ advance written notice to the other parties.



Each such notice, request or other communication shall be effective (a) if given by telecopier or
other form of facsimile transmission, when the recipient confirms legible transmission thereof; or
(b) if given by any other means, when delivered at the address specified on the signature page.



SECTION 14. Attorneys’ and Collection Fees. The Company agrees to pay, in addition to
principal and interest due and payable hereon, all costs of collection, including reasonable
attorneys’ fees and expenses, incurred by the Holder in collecting or enforcing this Note including
any action at law or in equity or in bankruptcy, receivership or other court proceedings.



SECTION 15. Governing Law. This Note and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed by and construed under the
laws of the State of Washington, without reference to conflicts of law provisions thereof. The
parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and
state courts sitting in Seattle, Washington over any suit, action or proceeding arising out of or
relating to this Note. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any such suit, action or proceeding brought in such court and any claim that any
such suit, action or proceeding brought in such court has been brought in an inconvenient forum.
The parties agree that a final judgment in any such suit, action or proceeding brought in such
court shall be conclusive and binding upon the parties and may be enforced in any other courts to
whose jurisdiction other parties are or may be subject, by suit upon such judgment.



SECTION 16. Heading; References. All headings used herein are used for convenience
only and shall not be used to construe or interpret this Note.



SECTION 17. Use of Proceeds. The proceeds of the loans hereunder will be used by the
Company for working capital purposes, for a retainer of $50,000 to BMA, for fees of auditors and
attorneys in connection with the negotiation of the Definitive Agreement or the Closing of the
Transaction, and shall not be used to pay any Insider Liabilities. The Holder will wire the
proceeds of the loans hereunder as set forth on Exhibit C.



ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, MODIFY OR AMEND ANY TERMS OF THIS
NOTE, RELEASE ANY GUARANTOR, FORBEAR FROM ENFORCING REPAYMENT OF THE LOAN OR THE EXERCISE OF ANY
REMEDY UNDER THIS NOTE, OR MAKE ANY OTHER FINANCIAL ACCOMMODATION PERTAINING TO THE LOAN ARE ALL
UNENFORCEABLE UNDER WASHINGTON LAW.



IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its duly
authorized officer as of the date first written above.



GRANDPARENTS.COM, LLC



	 	 	 
	By:       /s/ Joseph Bernstein

	 

	Name:

Title:

	 	Joseph Bernstein

Managing Director






	 	 	 
	 	 	By: _/s/ Steven Leber
	 	 	Name:Steven Leber
	 	 	Title:Managing Director
	 	 	Address:
	Acknowledged & Agreed:
	NORWESTECH, INC.
	/s/ Stanley L. Schloz
	Name: Stanley L. Schloz, its President
	Address:





220 West Harrison Street


Seattle, Washington 98119