Exhibit 10.14


 


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: August 31, 2007

  
	
   

  	
  Amended and
  Restated Issue Date: September 26, 2007

  



 


	
  Holder:

  	
  John Fife

  
	
  Address:

  	
  303 East
  Wacker Drive

  
	
   

  	
  Suite 301

  
	
   

  	
  Chicago, IL
  60601

  



 


AMENDED AND RESTATED ORIGINAL ISSUE DISCOUNT
SECURED NOTE


 


THIS 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 Six Hundred Thousand and 00/100 Dollars ($600,000.00)
(the “Maturity Amount”). This Amended and Restated Original Issue Discount Secured
Note dated September 26, 2007 supersedes and replaces that certain Original
Issue Discount Secured Note dated August 31, 2007. The Notes shall be due upon
the earlier of (i) February 28, 2008 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 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, 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 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 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 that certain Fourth Amended and Restated Original Issue
Discount Secured Note dated June 29, 2007 shall not be deemed such an event of
default under this Section 2(d);


 


2

















 


(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;


 


(l)            Take any of the
following actions, or suffer to have any subsidiary corporation or entity in which
the Company owns beneficially or of record at least fifty percent (50%) of its
equity (each, a “Subsidiary”):  (i)
acquire any asset or assets outside of the ordinary course of business in a
transaction involving the payment by the Company or a Subsidiary of an
aggregate amount of more than fifty thousand and 00/100 dollars ($50,000.00),
(ii) sell, lease, license or transfer any property, including intellectual
property, except for sales of inventory and equipment or non-exclusive licenses
entered into in the ordinary course of business; (iii) redeem, purchase or
otherwise acquire, any of its capital stock or other equity, or warrants,
options or other rights convertible into such capital stock or other equity, or,
with respect to Subsidiaries only, issue any of such Subsidiary’s capital stock
or other equity or warrants, options or other rights convertible into such
capital stock or other equity; (iv) make any investments in, or loans or
advances to, any person other than in the ordinary course of business as
currently conducted, (v) fail to make any tax payment on or before the due
date; (vi) enter into any material transaction except, in the case of
transactions with persons that are not affiliates of the Company or such
Subsidiary except for transactions that are in the ordinary course of the
Company’s or such Subsidiary’s business, (vii) incur any indebtedness other
than trade credit incurred in the ordinary course of business, or (viii) agree
to do any of the foregoing; or


 


(m)          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 


 


3

















 


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. Additionally, from and after the occurrence of
an Event of Default, the Note can be repaid, at the option of the Holder, in
stock of the Company valued at the Market Value (as defined in the Stock Pledge
Agreement), and, at the option of the Holder, the shares to be used for this purpose
may be newly issued shares, previously issued treasury shares or shares issued
by the Company in its own name and held by one or more lenders to the Company
as collateral security.


 


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 


 


4

















 


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.


 


5

















 


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.


 


6

















 


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.


 


7

















 


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]


 


8

















 


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