NOVATION AND MUTUAL/PARTIAL RELEASE AND PROMISSORY NOTE DATED OCTOBER 4, 2007
EXHIBIT 10.7
NOVATION AND MUTUAL/PARTIAL RELEASE AND
PROMISSORY NOTE
DATED OCTOBER 4, 2007
NOVATION
AND MUTUAL/PARTIAL RELEASE
THIS
NOVATION AND MUTUAL/PARTIAL
RELEASE is entered into this 4th
of
October, 2007 between Alpen Construction & Development Co., Inc.,
a Colorado corporation (“Alpen”) and V2K Window Fashions, Inc., a Colorado
corporation (“V2K”).
WHEREAS, V2K
on January
8th,
2002 entered into a lease agreement with Alpen for offices located at 0000
Xxxxxxx Xxxxxxx, suites 203 and 203 and the lease provided for deferral of
rent
including the terms of a $140,000.00 Conversion
Note providing for payment by conversion at the election
of the holder to convert said note into V2K stock; and
WHEREAS,
Alpen has elected not to
exercise its conversion rights and the principal of the note was due and
owing as of September 15, 2007; and
WHEREFORE,
for good and valuable consideration the parties have agreed as
follows:
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1.
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V2K
shall pay the aforesaid $140,000.00 by delivery and
payment of a check in the amount of $51,583.00
(includes interest to date and $1,000.00 in payment of outstanding
late
fees ) on this date plus the execution and delivery of a
promissory note executed by V2K in the amount of $92,367.12 with
interest
at the rate of 8% payable in monthly installments of $8034.87
commencing February 4, 2008 and continuing on the 4th
day of each and every month thereafter for twelve (12) consecutive
months
until paid. (V2K will assist Alpen in setting up an ACH account that
can
be originated by Alpen for the application of each monthly installment
payment, if so desired.)
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2.
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The
parties agree to settle in full any and all damage claims
arising out of the lease and occupancy by agreeing that Alpen may
retain
the $3000.00 Security Deposit.
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3.
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In
consideration of the aforesaid, Alpen hereby releasesV2K, its
officers, directors, successors and assigns from any and all actions,
causes of action, claims, demands, damages, costs which it now
has or may hereafter have on account of or arising out of the
terms of the aforesaid Lease, EXCEPT this
release shall not
apply to the aforesaid $92,367.12 Promissory Note which shall be
fully
enforceable under all its terms and
conditions.
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4.
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And
in consideration for the aforesaid release, the
receipt of which is hereby acknowledged, V2K does hereby releases
Alpen,
its officers, directors, successors and assigns from any and all
actions,
causes of action, claims demands damages, costs which it now has
or may
hereafter have on account or arising out of the terms of the aforesaid
Lease.
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5.
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This
Mutual release is intended to release not only claims made or which
might
have been made, but any and all claims of any kind or nature, including
any and all manner of actions, cases of action, suits, debts, dues,
covenants, liabilities, contracts, promises, damages, controversies,
claims and demands whatsoever, in law or equity, which each
party to this Mutual Release has ever had or may have, EXCEPT this release
shall not apply to the aforesaid $92,367.12 Promissory Note which
shall be
fully enforceable under its terms.
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This
Novation and Partial Release is binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
Dated
this 4th
day of
October, 2007
Alpen
Construction & Development
Co., Inc
by:
/s/
Xxxx
Brake
Xxxx
Brake as
President
V2K
Window Fashions, Inc.
/s/
Xxxxxx
Xxxxx
Xxxxxx
Xxxxx as Vice
President
STATE
OF
COLORADO )
0
ss.
COUNTY
OF
JEFFERSON )
The
foregoing instrument was subscribed
and sworn to before me this 4th
day of
October 2007 by ___________________ as _________________ of Alpen
Construction & Development Co., Inc. and by _________________ as
____________________ of V2K Window Fashions, Inc.
Witness
my hand and official
seal.
(SEAL)
______________________________
My
Commission Expires:
_____________________
U.S.
$
92,367.12
Lakewood,
Colorado
Date: October
4, 2007
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1.
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FOR
VALUE RECEIVED, the undersigned promise(s) to pay to Alpen Construction
& Development Co., Inc.
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or
order, (Note Holder) the principal sum of NINETY-TWO THOUSAND THREE HUNDRED
SIXTY-SEVEN AND
-----------------------------------------12/100THS
U.S.
Dollars, with interest on the unpaid principal balance from October 4, 2007
until paid, at the rate of eight (8) percent
per
annum. Principal and interest shall be payable at 0000 Xxxxxxx Xxxx,
Xxxxxx,
Xxxxxxxx 00000-0000, or such other place as the Note Holder may
designate, in monthly
payments
of Eight Thousand Thirty-Four
and 87/100ths Dollars (U.S.$8,034.87), due on the first day
of each
month,
beginning February 1,
2008. Such payments shall continue until the entire indebtedness
evidenced by this Note is fully paid; provided, however, if not sooner paid,
the
entire principal amount outstanding and accrued interest thereon, shall be
due
and payable on January
1, 2009.
2. Borrower
shall pay to the Note Holder a late charge of five (5)% of any
payment not received by the Note Holder within ten (10) days after
the payment is due.
3.
Payments received for application to this Note shall be applied first to the
payment of late charges, if any, second to the payment of accrued interest
specified above, and the balance applied in reduction of the principal amount
hereof.
4.
If any payment required by this Note is not paid when due, the entire principal
amount outstanding and accrued interest thereon shall become due and payable
at
the option of the Note Holder (Acceleration) twenty days after notice of
Acceleration has been given; and the indebtedness shall bear interest at the
rate of twelve (12) percent per annum from the date of default. The Note Holder
shall be entitled to collect all reasonable costs and expense of collection
and/or suit, including, but not limited to reasonable attorneys'
fees.
5.
Borrower may prepay the principal amount outstanding under this Note, in whole
or in part, at any time without penalty. Any partial prepayment shall be applied
against the principal amount outstanding and shall not postpone the due date
of
any subsequent payments or change the amount of such payments.
6.
Borrower and all other makers, sureties, guarantors, and endorsers hereby waive
presentment, notice of dishonor and protest, and they hereby agree to any
extensions of time of payment and partial payments before, at, or after
maturity. This Note shall be the joint and several obligation of Borrower and
all other makers, sureties, guarantors and endorsers, and their successors
and
assigns.
7.
Any notice to Borrower provided for in this Note shall be in writing and shall
be given and be effective upon (1) delivery to Borrower or (2) mailing such
notice by first-class U.S. mail, addressed to Borrower at the Borrower's address
stated below, or to such other address as Borrower may designate by notice
to
the Note Holder. Any notice
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the
Note Holder shall be in writing and shall be given and be effective upon (1)
delivery to Note Holder or (2) by mailing such notice by first-class U.S. mail,
to the Note Holder at the address stated in the first paragraph of this Note,
or
to such other address as Note Holder may designate by notice to
Borrower.
(CAUTION:
SIGN ORIGINAL NOTE ONLY/RETAIN COPY)
IF
BORROWER IS CORPORATION:
| ATTEST: | V2K Window Fashions, Inc. | |||
| Name of Corporation | ||||
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/s/
X.X. Xxxxxxxxxxx
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by
/s/ Xxx Xxxxx
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X.X.
Xxxxxxxxxxx Secretary
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Xxx Xxxxx Vice-President
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(SEAL)
Borrower’s
address: 00000 Xxxx Xxxxxx Xxx., #000, Xxxxxxxx, XX
00000
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