EXHIBIT 10.17 NEGOTIABLE PROMISSORY NOTE AND AGREEMENT ---------------------------------------- $50,000 June _, 2004 RECITALS United Communications Hub, Inc. ("Obligor") acknowledges and agrees that ------- (a) Obligor owes to Qwest Communications Corporation ("Qwest" or "Holder") ----- $50,000; (b) Qwest has the right to immediate payment of such $50,000; and (c) the agreements and other covenants contained this Negotiable Promissory Note and Agreement (the "Note"), including the obligation to pay and the obligations in Section 3 hereof, are made in consideration of Qwest's agreement not to demand immediate payment of such Principal. AGREEMENT 1. Payment of Principal and Interest. Obligor hereby absolutely and ------------------------------------- unconditionally promises to pay to the order of Qwest or its assigns, at its office located at 1801 California Street, Denver, Colorado (or at such other place as the Holder may designate by written notice to Obligor from time to time), the principal amount of FIFTY THOUSAND DOLLARS ($50,000.00) (the "Principal"). Subject to earlier payment pursuant to Section 2 hereof, --------- Principal is payable as follows; full payment shall be made on or before December 31, 2004. 2. Acceleration Upon Default. The Holder may declare the entire unpaid --------------------------- principal amount of this Note to be immediately due and payable upon written demand, at the Holder's election in its sole discretion, if any one or more of the following events of default (each, an "Event of Default") shall occur; ---------------- (a) Bankruptcy, etc. of Obligor. (i) Obligor commences any case, ------------------------------ proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other similar relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, conservator, custodian or other similar official for it or for all or any substantial part of its assets, or Obligor shall make a general assignment for the benefit of its creditors (collectively, "Proceeding"); or (ii) there is commenced against ---------- Obligor any Proceeding of a nature referred to in clause (i) above which (A) results either in the entry of a judgment, decree or other order for relief ("Order") or an appointment and any such Order or appointment remains ----- undismissed in a manner reasonably satisfactory to Holder ("Undismissed") for a ----------- period of 60 days; the foregoing shall include the commencement against Obligor of any Proceeding seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an Order for any such relief which remains Undismissed in a manner reasonably satisfactory to Holder for 60 days; or (iii) Obligor takes any action substantially in furtherance of, or expressly indicating its consent to, approval of or acquiescence in, any of the acts set forth in clause (i) or (ii) above; or (iv) Obligor is generally not able to, or expressly admits in writing its inability to, pay its debts as they become due; (b) Covenants. Obligor breaches or otherwise defaults in any of its --------- covenants or other agreements under this Note and such breach or the default shall not be cured within ten days of notice from Qwest provided that no such notice shall be required in respect of any other Event of Default provided for in this Section 2; (c) Assertion. Obligor or any of its representatives asserts that any ---------- provision of this Note is not enforceable in accordance with its terms in any material respect. (d) Representations. Any representation or warranty made by Obligor --------------- herein proves to have been incorrect in any material respect when made; (e) Judgment. One or more judgments or decrees is entered against -------- Obligor involving in the aggregate a liability of $10,000 or more and (i) all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof or (ii) the judgment creditors with respect to such judgments or their successors or assigns shall have commenced enforcement proceedings, except for enforcement proceedings that shall have remained stayed within 10 days after commencement, without any such enforcement in any material respect being effected; or (f) Sale of Substantially All of its Assets. Obligor sells, pledges, --------------------------------------- mortgages, otherwise encumbers, otherwise disposes of or otherwise transfers, all or substantially all of its assets, or agrees to do any of the foregoing. 3. Forebearance Agreements. ----------------------- (a) Acknowledgements of Liability. Reference is hereby made to the ----------------------------- Settlement Memorandum signed by Obligor and Qwest and dated May 25, 2004 and to the Settlement Agreement signed by Obligor and Qwest contemporaneously with this Note. Obligor acknowledges and agrees that as a result of the agreement reached in the Settlement Memorandum and the Settlement Agreement, Obligor owes Qwest the sum identified in this Note. Obligor also acknowledges and agrees that, should Obligor fail to make full payment under this Note, Qwest is entitled to reassert claims against Obligor for additional monies. (b) Termination of Agreements. Obligor acknowledges that all existing ------------------------- agreements between Obligor and Qwest (the "Existing Agreements"), except for ------------------- the Settlement Agreement and this Note have been terminated. (c) Partial Payments. Any partial payments made by Obligor or any ---------------- other party on Obligor's behalf and accepted by Qwest will not constitute a waiver of any default or of any other right held by Qwest. 4. Relief from Automatic Stay. If any Event of Default under Section -------------------------- 2(a) hereof occurs, then, (whether Qwest accelerates the obligations hereunder), subject to court approval, Qwest shall thereupon be entitled to, and Obligor irrevocably consents to, relief from the automatic stay imposed by Section 362 of the Bankruptcy Code, or otherwise, on or against the exercise of the rights and remedies otherwise available to Qwest, and Obligor hereby irrevocably waives its rights to object to such relief. 2 5. Costs and Expenses, No Set-Off: Allocation. ------------------------------------------ (a) Costs and Expenses. Obligor agrees to pay all future costs and -------------------- expenses including, without limitation, reasonable attorneys' fess, incurred or payable by the Holder in enforcing any provisions of this Note including, without limitation, respecting the collection of any and all amounts payable under this Note. (b) No Set-Off. Obligor acknowledges that its obligations to make ----------- payments hereunder are absolute and unconditional, and agrees that such payments shall not be requested to be, and shall not be, subject to any defense, set-off or counterclaim of any kind or nature, or any other action similar to the foregoing. (c) Payments. All payments made in respect of this Note shall be -------- made in lawful money of the United States of America and in immediately available funds. 6. Representations. Qwest and Obligor each represent and warrant to the --------------- other that (a) it is a corporation duly organized and validly existing under the laws in which it was incorporated; (b) it has the corporate power and corporate authority to, and has obtained all necessary corporate authorizations to, execute, deliver and perform this Note; (c) this Note has been duly and validly executed and delivered by a properly authorized representative of such Party and is enforceable in accordance with its terms; (d) the execution, delivery and the performance of this Note does not violate, cause a breach or default under or otherwise conflict with any agreement or contract, or any decree, judgment or other order, of any kind or nature to which such Party is a party, subject or bound; and (e) the execution, delivery and performance of this Note on such Party's part shall not require it to obtain the approval of, make any filings with or provide any notice to any governmental authority of any kind or nature. 7. Miscellaneous. ------------- (a) Entire Agreement, Binding Effect. This Note, along with the ----------------------------------- Settlement Agreement, constitutes the entire and final agreement among the parties with respect to the subject matter hereof and there are no agreements, understandings, warranties or representations between Qwest and Obligor with respect to the subject matter hereof except as set forth herein, This Note will insure to the benefit and bind the successors and permitted assigns of Obligor and Qwest. (b) Rights and Remedies. Qwest shall have all rights and remedies --------------------- provided for by any law of any kind (including all forms of legal and equitable relief) with respect to any acceleration or any other breach or default hereunder and Qwest shall in addition have any other rights and remedies provided for in this Note. All rights and remedies contemplated in the preceding sentence shall be independent and cumulative, and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one right or remedy shall not be deemed to be an election of such right or remedy or to preclude or waive the exercise of any other right or remedy. (c) Severability. If any provision of this Note or the application ------------ thereof to any person(s) or circumstance(s) shall be invalid or unenforceable to any extent, (i) the remainder of this Note and the application of such provision to other persons or circumstance(s) shall not be 3 affected thereby, and (ii) each such provision shall, as to such person or circumstances as to which it is not unenforceable in full, be enforced to the greatest extent permitted by law. (d) Amendments, Pronouns, No Waiver; Successors and Assigns. No ------------------------------------------------------------- amendment, modification, recision, waiver, forbearance or release of any provision of this Note shall be valid or binding unless made in writing and executed by a duly authorized representative of Obligor and the Holder. No consent or waiver, express or implied, by the Holder to or of any breach by Obligor in the performance by it of any of its obligations hereunder shall be deemed or construed to be a consent to or waiver of the breach in the performance of the same or any other obligation of Obligor hereunder. Failure on the part of the Holder to complain of any act or failure to act by Obligor or to declare Obligor in breach irrespective of how long such failure continues, shall not constitute a waiver by the Holder of any of its rights hereunder. All consents and waivers shall be in writing. All of the terms, covenants and conditions contained in this Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that Obligor's obligations hereunder may be not be delegated to any other person or entity without the prior consent of Qwest and any such attempted delegation without such consent shall be void. (e) Governing Law, Notices. This Note, including the performance and ----------------------- enforceability hereof, shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to the principles of conflicts of law. Obligor hereby submits itself and its property to the non-exclusive general jurisdiction of the federal and state courts located in the State of Colorado, and waives any objection (on the grounds of lack of jurisdiction, or forum non --------- conveniens or otherwise) to the exercise of such jurisdiction over it by any - ---------- federal or state court in the State of Colorado. (f) Notices. Any notice, demand or other communication required or ------- permitted to be given by any provision of this Note shall be made in writing and delivered by an overnight courier service that provides signed acknowledgement of receipt or by first class U.S. Mail, return receipt requested, directed as follows: To Qwest: Steven Hansen Qwest Services Corporation 1801 California Street 24th Floor Denver, CO To Obligor: UC Hub Inc. -------------------- By Its President -------------------- /s/ W. Wilcox -------------------- (g) Headings. All headings contained in this Note are for reference -------- purposes only and are not intended to affect in any way the meaning or interpretation of this Note. 4 (h) Voluntary Agreement. Obligor represents and warrants that it is -------------------- represented by legal counsel of its choice, is fully aware of the terms contained in this Note and has voluntarily and without coercion or duress of any kind entered into this Note. (i) Negation of Partnership. Nothing contained in this Note will bee ----------------------- deemed to create a partnership or joint venture between Obligor and Qwest, or to cause Qwest to be liable or responsible in any way for any actions, liabilities or debts of any kind or nature of Obligor. 8. WAIVER OF JURY TRIAL. OBLIGOR KNOWINGLY, VOLUNTARILY AND INTENTIONALLY --------------------- WAIVES ANY RIGHT IT MAY HAVE OR HEREAFTER HAS TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR OTHERWISE RELATING TO THIS NOTE. OBLIGOR CERTIFIES THAT NEITHER QWEST NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT QWEST WOULD NOT IN THE EVENT OF ANY SUCH SUIT, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY. [signature page to follow] ------------------------ 5 IN WITNESS WHEREOF, the undersigned have executed and delivered this Note as of the day and year first above written. WITNESS: UNTTED COMMUNICATIONS HUB, INC. By: Larry Wilcox ----------------------------------- Name: Larry Wilcox --------------------------------- Title: President -------------------------------- QWEST COMMUNICATIONS CORPORATION By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- 6