Exhibit
10.10


 


THIS NOTE HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


	
  No.          

  	
   

  	
  Original
  Issue Date: January 30, 2007

  
	
   

  	
   

  	
  First
  Amended and Restated Issue Date: February 26, 2007

  
	
   

  	
   

  	
  Second
  Amended and Restated Issue Date: April 11, 2007

  
	
   

  	
   

  	
  Third
  Amended and Restated Issue Date: May 17, 2007

  
	
   

  	
   

  	
  Fourth
  Amended and Restated Issue Date: June 29, 2007

  



 


	
  Holder:

  	
   

  	
  John Fife

  
	
  Address:

  	
   

  	
  303 East Wacker Drive

  
	
   

  	
   

  	
  Suite 301

  
	
   

  	
   

  	
  Chicago, IL 60601

  



 


FOURTH AMENDED AND RESTATED ORIGINAL ISSUE DISCOUNT
SECURED

NOTE


 


THIS Fourth Amended and Restated Original Issue Discount Secured Note
is one of a duly authorized issue of Notes of NATIONAL STORM MANAGEMENT, INC.,
a Nevada corporation, having a principal place of business at 999 North Main
Street, Suite 202, Glen Ellyn, IL 60137 with offices at 1315 West 53rd
Street, Mangonia Park, FL  33407 (the “Company”),
designated as its Note or Notes (the “Note” or “Notes”) in an aggregate face
amount of Two Million Four Hundred Eighty One Thousand and 00/100 Dollars ($2,481,000.00)
(the “Maturity Amount”). This Fourth Amended and Restated Original Issue
Discount Secured Note dated June 29, 2007 supersedes and replaces that certain Third
Amended and Restated Original Issue Discount Secured Note dated May 17, 2007,
which superseded and replaced that certain Second Amended and Restated Original
Issue Discount Secured Note dated April 11, 2007, which superseded and replaced
that certain First Amended and Restated Original Issue Discount Secured Note
dated February 26, 2007, which superseded and replaced that certain Original
Issue Discount Secured Note dated January 30, 2007.  The Notes shall be due upon the earlier of
(i) July 30, 2007 or (ii) the occurrence of an event of default, as defined
below (“Maturity Date”).


 


FOR VALUE RECEIVED, the Company promises to pay the Maturity Amount to
the Holder or registered assigns on the Maturity Date.  Upon the occurrence of an event of default


 


 

















 


the
Maturity Amount, as determined as of the date of payment by Schedule A hereto,
shall bear interest at the rate of eighteen (18%) percent per annum from the
day such interest is due hereunder through and including the date of
payment.  The principal of, and interest
on, this Note are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, at the address of the Holder last appearing on the Note
Register.


 


This Note is subject to the following additional provisions:


 


Section 1.              
[This section intentionally left blank.]


 


Section 2.               Company
Covenants.  The Company covenants and
agrees that, so long as any amount is due and owing under the Note or the 2006
Note (as defined in the Stock Pledge Agreement), it shall not:


 


(a)           Fail to make any
payment of the principal of, interest on, or other obligations in respect of,
this Note, free of any claim of subordination, as and when the same shall
become due and payable (whether on the Maturity Date or by acceleration or
otherwise), for five (5) business days after the same shall be due and payable;


 


(b)           Fail to observe or
perform any other covenant, agreement or warranty contained in, or otherwise
commit any breach of, this Note or the Fourth Amended and Restated Stock Pledge
Agreement (the “Stock Pledge Agreement”) entered into contemporaneously
herewith (collectively, the “Loan Documents”), including but not limited to the
obligation of the Company to deliver to the Holder additional Pledged Shares
(as defined in the Stock Pledge Agreement), together with stock powers executed
and with the signatures thereon medallion guaranteed, and irrevocable letters
of instruction to the Company’s transfer agent, all under certain circumstances
as more fully set forth in the Stock Pledge Agreement, for five (5) Business
Days after the date on which notice of such failure or breach shall have been
given;


 


(c)           Commence a voluntary
case under the United States Bankruptcy Code or insolvency laws as now or
hereafter in effect or any successor thereto (the “Bankruptcy Code”); or suffer
to have an involuntary case commenced against it under the Bankruptcy Code in
which the petition is not controverted within thirty (30 days), or is not
dismissed within sixty (60) days, after commencement of such involuntary case;
or suffer to have a “custodian” (as defined in the Bankruptcy Code) appointed
for, or take charge of, all or any substantial part of the property of the
Company, or commence any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Company, or suffer to have commenced against it any such
proceeding which remains undismissed for a period of sixty (60) days; or be
adjudicated insolvent or bankrupt; or suffer to have any order of relief or
other order approving any such case or proceeding entered; or suffer to have
any appointment of any


 


 

















 


custodian
or the like for it or any substantial part of its property which continues
undischarged or unstayed for a period of sixty (60) days; or make a general
assignment for the benefit of creditors; or fail to pay, or state that it is
unable to pay, its debts generally as they become due; call a meeting of all of
its creditors with a view to arranging a composition or adjustment of its
debts; or by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or take any corporate or other action for
the purpose of effecting any of the foregoing;


 


(d)           Default in any of its
obligations under any mortgage, credit agreement or other facility, indenture,
agreement or other instrument under which there may be issued, or by which
there may be secured or evidenced any indebtedness of the Company in an amount
exceeding $750,000.00, whether such indebtedness now exists or shall hereafter
be created and such default shall result in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable; provided, that the default of the Company in its payment
obligations under the 2006 Note shall not be deemed such an event of default
under this Section 2(d);


 


(e)           Be a party to any
Change of Control Transaction (as defined in Section 7), or sell or
dispose of all or in excess of forty-nine (49%) percent of its assets (based on
book value calculation as reflected in the Company’s most recent financial
statements) in one or more transactions (whether or not such sale would
constitute a Change of Control Transaction);


 


(f)            Have its common
stock suspended or delisted from trading for in excess of three (3) trading
days;


 


(g)           Suffer to have the average daily trading volume of its
common stock, during any consecutive ten (10) trading-day period, be less than
two thousand ($2,000) dollars in value;


 


(h)           Suffer
a determination by the U.S. Securities and Exchange Commission or National
Association of Securities Dealers, or any applicable state regulatory
authority, that it has violated applicable securities laws;


 


(i)            Enter
into a transaction or series of transactions that would violate the “Twenty
Percent Rule” if the common stock of the Company were traded on the NASDAQ
market;


 


(j)            Enter into another financing arrangement (other than a
secured loan from a national banking institution) or sale of equity (other than
common stock at a fixed price per share) with another entity;


 


 (k)          Suffer to have an action, suit or proceeding commenced
against it seeking damages in an amount against which it is not insured
exceeding fifty thousand ($50,000) dollars; or


 


 

















 


(l)            Make
any representation or warranty that is not true and correct in all material
respects as of the date of this Note and as of the date of a subsequent
drawdown as provided in Section 1 as though made at that time, except
for representations and warranties that are expressly made as of a particular
date, which shall be true and correct in all material respects as of such date.


 


Section 3.               Events
of Default.  “Event of Default”
wherever used herein, means a breach of one or more of the covenants set forth
in Section 2 (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative
or governmental body).  Upon the
occurrence of an Event of Default, interest shall accrue on the unpaid portion
of the Maturity Amount at a rate of one and one/half (1.5%) percent per month,
or eighteen (18%) percent per year.


 


Section 4.               Transfer
or Exchange of Notes.


 


(a)           The Notes are exchangeable for an
equal aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same but shall not
be issuable in denominations of less than integral multiples of Twenty Thousand
Dollars ($20,000) unless such amount represents the full principal balance of
Notes outstanding to such Holder.  No
service charge will be made for such registration of transfer or exchange.


 


(b)           The Holder, by
acceptance hereof, agrees to give written notice to the Company before
transferring this Note; such notice will describe briefly the proposed transfer
and will give the Company the name, address, and tax identification number of
the proposed transferee, and will further provide the Company with an opinion
of the Holder’s counsel that such transfer can be accomplished in accordance
with federal and applicable state securities laws (unless such transaction is
permitted by the plan of distribution in an effective Registration Statement).  Promptly upon receiving such written notice,
the Company shall present copies thereof to the Company’s counsel.


 


(i)            If,
in the opinion of such counsel, the proposed transfer may be effected without
registration or qualification (under any federal or state securities laws), the
Company, as promptly as practicable, shall notify the Holder of such opinion,
whereupon the Holder shall be entitled to transfer this Note or to dispose of
underlying shares received upon the previous conversion of this Note, all in
accordance with the terms of the notice delivered by the Holder to the Company;
provided, that an appropriate legend may be endorsed on this Note respecting
restrictions upon transfer thereof necessary or advisable in the opinion of
counsel and satisfactory to the Company to prevent further transfers which
would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided, further, that the prospective transferee or
purchaser


 


 



















shall execute such documents and make such representations, warranties, and
agreements as may be required solely to comply with the exemptions relied upon
by the Company for the transfer or disposition of the Note.


 


(ii)           If
in the opinion of the counsel referred to in this Section 4(b), the
proposed transfer or disposition of this Note described in the written notice
given pursuant to this Section 4(b) may not be effected without
registration or qualification of this Note, the Company shall promptly give
written notice thereof to the Holder, and the Holder will limit its activities
in respect to such as, in the opinion of such counsel, are permitted by law.


 


(c)           Prior to transfer of
this Note in compliance with Section 4(b), the Company and any agent of
the Company may treat the person in whose name this Note is duly registered on
the Note Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Note is
overdue, and neither the Company nor any such agent shall be affected by notice
to the contrary.


 


Section 5.               Interest
Rate Limitation.  The parties intend
to conform strictly to the applicable usury laws in effect from time to time
during the term of the loan evidenced hereby. 
Accordingly, if any transaction contemplated hereby would be usurious
under such laws, then notwithstanding any other provision hereof:  (i) the aggregate of all interest that is
contracted for, charged, or received under the Loan Documents shall not exceed
the maximum amount of interest allowed by applicable law (the “Highest Lawful
Rate”), and any excess shall be promptly credited to the Company by the Holder
(or, to the extent that such consideration shall have been paid, such excess
shall be promptly refunded to the Company by the Holder); (ii) neither the
Company nor any other person now or hereafter liable hereunder shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the Highest Lawful Rate; and (iii) the effective rate of interest shall be
reduced to the Highest Lawful Rate.  All
sums paid, or agreed to be paid, to the Holder for the use, forbearance, and
detention of the debt of the Company to the Holder shall, to the extent
permitted by applicable law, be allocated throughout the full term of the Loan
Documents until payment is made in full so that the actual rate of interest
does not exceed the Highest Lawful Rate in effect at any particular time during
the full term thereof.  If at any time
the rate of interest under the Loan Documents exceeds the Highest Lawful Rate,
the rate of interest to accrue pursuant to the Loan Documents shall be limited,
notwithstanding anything to the contrary in the Loan Documents, to the Highest
Lawful Rate, but any subsequent reductions in the base rate shall not reduce the
interest to accrue pursuant to the Loan Documents below the Highest Lawful Rate
until the total amount of interest accrued equals the amount of interest that
would have accrued if a varying rate per annum equal to the interest rate under
the Loan Documents had at all times been in effect.  If the total amount of interest paid or
accrued pursuant to the Loan Documents under the foregoing provisions is less
than the total amount of interest that would have accrued if a varying rate per
annum equal to the interest rate under the Loan Documents had been in effect,
then the Company agrees to pay to the Holder an amount


 


 

















 


equal
to the difference between (x) the lesser of (A) the amount of interest that
would have accrued if the Highest Lawful Rate had at all times been in effect,
or (B) the amount of interest that would have accrued if a varying rate per
annum equal to the interest rate under the Loan Documents had at all times been
in effect, and (y) the amount of interest accrued in accordance with the other
provisions of the Loan Documents.


 


Section 6.               Prepayment.


 


(a)           The Company shall
have the right to prepay this Note in whole or in part prior to the Maturity
Date.


 


(b)           The Company shall
give to the Holder at least five (5) business days, but not more than ten (10)
business days, written notice of any intention to prepay this Note, which
notice shall specify the “Prepayment Date”.


 


(c)           Any prepayment shall
reduce the Maturity Amount by the amount of such prepayment.


 


Section 7.               Definitions.  For the purposes hereof, the following terms
shall have the following meanings:


 


“Business Day” means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the States
of Illinois or Florida are authorized or required by law or other government
action to close.


 


“Change of Control Transaction” means the occurrence of any of (i) an
acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of in
excess of 49% of the voting securities of the Company coupled with a
replacement of more than one-half of the members of the Company’s board of
directors which is not approved by those individuals who are members of the
board of directors on the date hereof in one or a series of related
transactions, or (ii) the merger of the Company with or into another entity,
consolidation or sale of all or substantially all of the assets of the Company
in one or a series of related transactions, unless following such transaction,
the holders of the Company’s securities continue to hold at least 40% of such
securities following such transaction. 
The execution by the Company of an agreement to which it is a party or
by which it is bound providing for any of the events set forth above in (i) or
(ii) does not constitute the occurrence of the event until after the event in
fact occurs.


 


Section 8.               Nature
of Company Obligation.  Except as
expressly provided herein, no provision of this Note shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, interest and liquidated damages (if any) on, this Note at


 


 

















 


the
time, place, and rate, and in the coin or currency, herein prescribed.  This Note is a direct obligation of the
Company.


 


Section 9.               Replacement
Note.  If this Note shall be
mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in
lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for
the principal amount of this Note so mutilated, lost, stolen or destroyed but
only upon receipt of evidence of such loss, theft or destruction of such Note,
and of the ownership hereof, and indemnity, if requested, all reasonably
satisfactory to the Company.


 


Section 10.             Choice
of Law and Venue; Submission to Jurisdiction; Service of Process.


 


(a)           THE VALIDITY OF THIS
NOTE, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE
PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REFERENCE TO THE
CHOICE OF LAW PRINCIPLES THEREOF).  THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED
IN THE COUNTY OF COOK, STATE OF ILLINOIS OR, AT THE SOLE OPTION OF HOLDER, IN
ANY OTHER COURT IN WHICH HOLDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND
WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.


 


(b)           THE COMPANY HEREBY
SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.


 


(c)           THE COMPANY HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESS ISSUED IN
ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, OR
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO COMPANY.


 


(d)           NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF THE HOLDER TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE
ENFORCEMENT BY HOLDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE


 


 

















 


TAKING
OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE
FORUM OR JURISDICTION.


 


(e)           To the extent
determined by such court, the Company shall reimburse the Holder for any
reasonable legal fees and disbursements incurred by the Holder in enforcement
of or protection of any of its rights under any of this Note.


 


Section 11.             Waiver.  Any waiver by the Company or the Holder of a
breach of any provision of this Note shall not operate as or be construed to be
a waiver of any other breach of such provision or of any breach of any other
provision of this Note.  The failure of
the Company or the Holder to insist upon strict adherence to any term of this
Note on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or
any other term of this Note.  Any waiver
must be in writing.


 


Section 12.               Invalidity.  If any provision of this Note is invalid,
illegal or unenforceable, the balance of this Note shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.


 


Section 13.             Business
Day.  Whenever any payment or other
obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day (or, if such next
succeeding Business Day falls in the next calendar month, the preceding
Business Day in the appropriate calendar month).


 


Section 14.             Collateral
Security.  The obligation of the
Company for payment of principal, interest and all other sums hereunder, in the
event of a default and failure of the Company to perform hereunder, is secured
by the pledge of the Pledged Shares (as defined in the Stock Pledge Agreement)
by the Company as Pledgor under the terms and conditions of the Stock Pledge
Agreement.


 


Section 15.             Lock-Up.  Except as provided below, as long as any
portion of the Note remains outstanding, the Company’s Chief Executive Officer,
Terry Kiefer, shall not sell, pledge, hypothecate, transfer or otherwise
dispose of or encumber any portion of the Company’s common stock owned by him,
or engage in any short sale or other derivative or hedging transaction with
respect to the Company’s common stock. 
Notwithstanding the foregoing, Mr. Kiefer may sell (i) up to one (1%)
percent of the total number of the outstanding shares of the Company’s common
stock during every ninety (90) day period commencing on the effective date of a
registration statement, and (ii) up to four (4%) percent of the total number of
the outstanding shares of the Company’s common stock during each such ninety
(90) day period at a price equal to or greater than fifty ($0.50) cents per
share.


 


 

















 


Terry
Kiefer has pledged 2,000,000 shares of the Company’s common stock to secure a
note issued by the Company to Equities First Holdings, LLC on April 4,
2006.  The Holder hereby acknowledges
having received a copy of said note and any related documents.


 


Section 16.             Payment
of Legal Fees.  The Company shall pay
legal fees and expenses incurred by the Holder in connection with negotiating
and entering into the Note in an amount not to exceed five thousand five
hundred ($5,500) Dollars.


 


Section 17.             Waiver
of Jury Trial.  THE COMPANY HEREBY
WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS NOTE. THE COMPANY REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


 


 


[signature page follows]


 


 

















 


 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer duly authorized for such purpose, as of the date first
above indicated.


 


 


	
   

  	
   

  	
  NATIONAL
  STORM MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Terry Kiefer

  
	
   

  	
   

  	
  Name:

  	
  Terry
  Kiefer

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: