Exhibit 10.1


    
      

    

    Exhibit
      10.1

     

    PROMISSORY
      NOTE

    


    
      	
              Principal

              $1,125,000.00

            	
              Loan
                Date

              08-01-2006

            	
              Maturity

              11-01-2006

            	
              Loan
                No

              12030954-10000

            	
              Call
                / Coll

               

            	
              Account

              00000122565

            	
              Officer

              32405

            	
              Initials

            
	
              References
                in
                the shaded area are for Lender’s use only and do not limit the
                applicability of this document to any particular loan or
                item.

              Any
                item
                above containing “***” has been omitted due to text length
                limitations.

            


    

    


    
      	
              Borrower:

            	
              Siboney
                Learning Group Inc

              Siboney
                Corporation

              325
                Kirkwood RR #300

              St
                Louis, MO 63122

            	
              Lender:

            	
              Southwest
                Bank of St. Louis

              St
                Louis Region Commercial Lending

              13205
                Manchester Road

              Des
                Peres, MO 63131

            


    

    


    
      	 	 	 
	
              Principal
                Amount: $1,125,000.00

            	
              Initial
                Rate: 8.250%

            	
              Date
                of Note: August 1, 2006    
                

            


    

     

    PROMISE
      TO
      PAY.
      Siboney Learning
      Group Inc and Siboney Corporation (“Borrower”) jointly and severally promise to
      pay to Southwest Bank of St. Louis (“Lender”), or order,
      in
      lawful money of the United States of America, the principal amount of One
      Million One Hundred Twenty-five Thousand & 00/100 Dollars
      ($1,125,000.00), together with interest on the unpaid principal balance from
      August 1, 2006, until paid in full.

     

    PAYMENT.
      Borrower will pay
      this loan in one principal payment of $1,125,000.00 plus interest on November
      1,
      2006. This payment due on November 1, 2006, will be for all principal and all
      accrued interest not yet paid. In addition, Borrower will pay regular monthly
      payments of all accrued unpaid interest due as of each payment date, beginning
      August 31, 2006, with all subsequent interest payments to be due on the last
      day
      of each month after that. Unless otherwise agreed or required by applicable
      law,
      payments will be applied to Accrued Interest, Credit Life Premiums, Principal,
      Late Charges, and Escrow. 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.

     

    VARIABLE
      INTEREST RATE.
      The interest rate
      on this Note is subject to change from time to time based on changes in an
      index
      which is Lender’s Prime Rate (the “Index”). This is the rate Lender charges, or
      would charge, on 90-day unsecured loans to the most creditworthy corporate
      customers. This rate may or may not be the lowest rate available from Lender
      at
      any given time. Lender will tell Borrower the current Index rate upon Borrower’s
      request. The interest rate change will not occur more often than each Index
      rate
      change and will become effective without notice to the Borrower. If the Index
      becomes unavailable during the term of the Note, the Lender may substitute
      a
      comparable Index. Borrower understands that Lender may make loans based on
      other
      rates as well. The Index currently is 8.250% per annum. The
      interest rate to be applied to the unpaid principal balance of this Note will
      be
      at a rate equal to the Index, resulting in an initial rate of 8.250% per annum.
      NOTICE: Under no circumstances will the interest rate on this Note be more
      than
      the maximum rate allowed by applicable law.

     

    PREPAYMENT.
      Borrower may pay
      without penalty all or a portion of the amount owed earlier than it is due.
      Early payments will not, unless agreed to by Lender in writing, relieve Borrower
      of Borrower’s obligation to continue to make payments under the payment
      schedule. Rather, early payments will reduce the principal balance due. Borrower
      agrees not to send Lender payments marked “paid in full”, “without recourse”, or
      similar language. If Borrower sends such a payment, Lender may accept it without
      losing any of Lender’s rights under this Note, and Borrower will remain
      obligated to pay any further amount owed to Lender. Any written communications
      concerning disputed amounts, including any check or other payment instrument
      that indicates that the payment constitutes “payment in full” of the amount owed
      or that is tendered with other conditions or limitations or as full satisfaction
      of a disputed amount must be mailed or delivered to: Southwest Bank of
      St. Louis, St Louis Region Commercial Lending, 13205 Manchester Road, Des
      Peres, MO 63131.

     

    LATE
      CHARGE.
      If a payment is
      more than 10 days late, Borrower will be charged 5.000% of the unpaid portion
      of
      the regularly scheduled payment.

     

    INTEREST
      AFTER DEFAULT.
      Upon default,
      including failure to pay upon final maturity, the interest rate on this Note
      shall be increased by adding a 3.000 percentage point margin (“Default
      Rate
      Margin”). The
      Default Rate Margin shall also apply to each succeeding interest rate change
      that would have applied had there been no default. However, in no event will
      the
      interest rate exceed the maximum interest rate limitations under applicable
      law.

     

    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.

     

    Default
      in
      Favor of Third Parties.
      Borrower or any
      Grantor defaults under any loan, extension of credit, security agreement,
      purchase or sales agreement or any other agreement, in favor of any other
      creditor or person that may materially affect any of Borrower’s property or
      Borrower’s ability to repay this Note or perform Borrower’s obligations under
      this Note or any of the related documents.

     

    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,

     

     

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

        PROMISSORY
          NOTE

        
          	
                  Loan
                    No: 12030954-10000

                	
                  (Continued)

                	
                  Page
                    2 

                


        

        


         

      

    

    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 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 or reasonableness of the claim which is the basis of the
      creditor or forfeiture proceeding and if Borrower gives Lender written notice
      of
      the creditor or forfeiture proceeding and deposits with Lender monies 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, endorser, surety, or
      accommodation party of any of the indebtedness or any guarantor, endorser,
      surety, or accommodation party 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.

     

    Change
      In
      Ownership.
      Any change in
      ownership of twenty-five percent (25%) or more of the common stock of
      Borrower.

     

    Adverse
      Change.
      A material
      adverse change occurs in Borrower’s financial condition, or Lender believes the
      prospect of payment or performance of this Note is impaired.

     

    Insecurity.
      Lender in good
      faith believes itself insecure.

     

    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 attorneys’ fees and Lender’s legal expanses whether or
      not there is a lawsuit, including attorneys’ fees and 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 federal law applicable to Lender and, to
      the
      extent not preempted by federal law, the laws of the State of Missouri without
      regard to it conflicts of law provisions. This Note has been accepted by Lender
      in the State of Missouri.

     

    CHOICE
      OF
      VENUE.
      If there is a
      lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of
      the courts of St Louis County, State of Missouri.

     

    DISHONORED
      ITEM FEE.
      Borrower will pay
      a fee to Lender of $15.00 if Borrower makes a payment on Borrower’s loan and the
      check or preauthorized charge with which Borrower pays is later
      dishonored.

     

    RIGHT
      OF
      SETOFF.
      To the extent
      permitted by applicable law, Lender reserves a right of setoff in all Borrower’s
      accounts with Lender (whether checking, savings, or some other account). This
      includes all accounts Borrower holds jointly with someone else and all accounts
      Borrower may open in the future. However, this does not include any IRA or
      Keogh
      accounts, or any trust accounts for which setoff would be prohibited by law.
      Borrower authorizes Lender, to the extent permitted by applicable law, to charge
      or setoff all sums owing on the debt against any and all such accounts, and,
      at
      Lender’s option, to administratively freeze all such accounts to allow Lender to
      protect Lender’s charge and setoff rights provided in this
      paragraph.

     

    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.
      If any part of
      this Note cannot be enforced, this fact will not affect the rest of the Note.
      Lender may delay or forgo enforcing any of its rights or remedies under this
      Note without losing them. Each Borrower understands and agrees that, with or
      without notice to Borrower, Lender may with respect to any other Borrower
      (a) make one or more additional secured or unsecured loans or otherwise
      extend additional credit; (b) alter, compromise, renew, extend, accelerate,
      or otherwise change one or more times the time for payment or other terms of
      any
      indebtedness, including increases and decreases of the rate of interest on
      the
      indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not
      to perfect, and release any security, with or without the substitution of new
      collateral; (d) apply such security and direct the order or manner of sale
      thereof, including without limitation, any non-judicial sale permitted by the
      terms of the controlling security agreements, as Lender in its discretion may
      determine; (e) release, substitute, agree not to sue, or deal with any one
      or more of Borrower’s sureties, endorsers, or other guarantors on any terms or
      in any manner Lender may choose; and (f) determine how, when and what
      application of payments and credits shall be made on any other indebtedness
      owing by such other Borrower. Borrower and any other person who signs,
      guarantees or endorses this Note, to the extent allowed by law, waive
      presentment, demand for payment, and notice of dishonor. Upon any change in
      the
      terms of 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
      Lander’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.

     

    ORAL
      AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
      ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
      ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED
      THAT
      IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S))
      AND
      US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
      COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
      AND
      EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
      AGREE IN WRITING TO MODIFY IT.

     

     

    
      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

          PROMISSORY
            NOTE

          
            	
                    Loan
                      No: 12030954-10000

                  	
                    (Continued)

                  	
                    Page
                      3 

                  


          

          


           

        

      

    

    JURY
      WAIVER.
      Lender and
      Borrower hereby waive the right to any jury trial in any action, proceeding,
      or
      counterclaim brought by either Lender or Borrower against the
      other.

     

    PRIOR
      TO
      SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
      THIS
      NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES
      TO
      THE TERMS OF THE NOTE.

     

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

     

    BORROWER:

    


    


    


    SIBONEY
      LEARNING GROUP INC

    


    
      	
              By:
                /s/ Timothy
                J.
                Tegeler                                            
                

              Timothy
                J. Tegeler, Chief Executive Officer of 

              Siboney
                Learning Group Inc.

            	
              By:
                /s/ Rebecca
                Braddock                                    
                

              Rebecca
                Braddock, Secretary of 

              Siboney
                Learning Group Inc.

            
	 	 
	 	 
	 	 
	 	 
	
              SIBONEY
                CORPORATION

            	 
	 	 
	
              By:
                /s/
                Timothy J.
                Tegeler                                                  
                

              Timothy
                J. Tegeler, Chief Executive Officer of 

              Siboney
                Corporation

            	
              By:
                /s/ Rebecca
                Braddock                                    
                

              Rebecca
                Braddock, Secretary of

              Siboney
                Corporation