exv10w22



 










 



			
	PROMISSORY NOTE
	 	EXHIBIT 10.22






	 	 	 	 	 	 	 
	Borrower:

	 	Broadview Media, Inc.
	 	Lender:
	 	H. Michael Blair
	 

	 	4455 W. 77th Street
	 	 	 	7238 121st Street West
	 

	 	Edina, MN 55435
	 	 	 	Apple Valley, MN 55124 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal Amount:

	 	$	150,000.00	 	 	Initial Rate:
	 	 	5.5	%	 	Date of Note: June 30, 2005 






PROMISE TO PAY. Broadview Media, Inc. (“Borrower”) promises to pay to Mike Blair (“Lender”),
or order, in lawful money of the United States of America, the principal amount of One Hundred
Fifty Thousand & 00/100 Dollars ($150,000.00) or so much as may be outstanding, together with
interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated
from the date of each advance until repayment of each advance.



PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued
unpaid interest on December 31, 2006. In addition, Borrower will pay regular monthly payments of
all accrued unpaid interest due as of each payment date, beginning August 15, 2005, with all
subsequent interest payments to be due on the same day of each month after that. Unless otherwise
agreed or required by applicable law, payments will be applied first to accrued unpaid interest,
then to principal, and any remaining amount to any unpaid collection costs and late charges. The
annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio
of the annual interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is outstanding. Borrower
will pay Lender at Lender’s address shown above or at such other place as Lender may designate in
writing.



FIXED INTEREST RATE. The Interest rate on this Note is fixed.



DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under
this Note:




Payment Default. Borrower fails to make any payment when due under this Note.



Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Note or in any of the related documents or to comply with
or to perform any term, obligation, covenant or condition contained in any other agreement between
Lender and Borrower.



False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in
any material respect, either now or at the time made or furnished or becomes false or misleading at
any time thereafter.



Insolvency. The dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any
assignment for the benefit of creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.



Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any creditor of
Borrower or by any governmental agency against any collateral securing the loan. This includes a
garnishment of any of Borrower’s



 


1









 






accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply
if there is a good faith dispute by Borrower as to the validity of reasonableness of the claim
which is the basis of the creditor or a surety bond for the creditor or forfeiture proceeding, in
an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for
the dispute.



Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor
of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the
event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor’s
estate to assume unconditionally the obligations arising under the guaranty in a manner
satisfactory to Lender, and, in doing so, cure any Event of Default.



LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note
and all accrued unpaid interest immediately due, and then Borrower will pay that amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits
under applicable law, Lender’s reasonable attorneys’ fees and Lender’s legal expenses, whether or
not there is a lawsuit, including reasonable attorneys’ fees, expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums
provided by law.



GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law
and the laws of the State of Minnesota. This Note has been accepted by Lender in the State of
Minnesota.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon borrower’s
heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender
and its successors and assigns.



GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this
Note without losing them. Borrower and any other person who signs, guarantees or endorses this
Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or
release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the collateral; and take any other action deemed necessary by Lender without
the consent of or notice to anyone. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the modification is made.
The obligations under this Note are joint and several.



SECTION DISCLOSURE. This loan is made under Minnesota Statutes, Section 47.59.



PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE.
BORROWER AGREES TO THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.




	 	 	 	 	 	 	 
	BORROWER:	 	LENDER:
	 
	 	 	 	 	 	 
	BROADVIEW MEDIA, INC.	 	H. Michael Blair
	 
	 	 	 	 	 	 
	By:

	 	/s/Mark White
	 	By:
	 	/s/ H. Michael Blair
	 

	 	 
	 	 	 	 
	 

	 	Mark White/Chief Operating Officer
	 	 	 	H. Michael Blair





 


2