Promissory Note

EXHIBIT 10.9


PROMISSORY NOTE


Principal Amount: $200,000.00 Date of Note: August 2, 2002


PROMISE TO PAY. For value received, PrimeBuy, Inc. ("Borrower") promises to pay to Advantage Marketing Systems, Inc. ("Lender"), in lawful money of the United States of America, the principal amount of Two Hundred Thousand & 00/100 Dollars ($200,000.00), together with interest on the unpaid principal balance from the date advanced until paid in full.


PAYMENT. Borrower will pay this loan in accordance with the following payment schedule:


During the Draw Period (as hereinafter defined) interest shall accrue from the date of draw and become due and payable on October 31, 2002. During the period commencing on the day after the termination of the Draw Period, and continuing until this Note is paid in full, Borrower shall make monthly payments as follows: commencing on October 31, 2002, and continuing on the same day of each calendar month thereafter, Borrower shall pay to Lender monthly installments of principal and interest, each in such amount required to fully amortize the principal amount outstanding on the last day of the Draw Period at the rate of interest in effect, by that date which is 18 months from the termination of the Draw Period, provided, however in no event shall any monthly installment be less than accrued interest. The entire amount of the proceeds from the Joint Marketing Agreement shall be payable on April 30, 2004 in the amount of the outstanding principal balance of this Note, plus all accrued but unpaid interest and any other unpaid amounts due under this Note.


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 the address designated by Lender from time to time in writing. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day. As used herein, the term "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed. Unless otherwise agreed to, in writing, or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, then to principal, and any remaining amount to any unpaid collection costs, late charges and other charges, provided, however, upon delinquency or other default, Lender reserves the right to apply payments among principal, interest, late charges, collection costs and other charges at its discretion. The books and records of Lender shall be prima facie evidence of all outstanding principal of and accrued but unpaid interest on this Note. If this Note is governed by or is executed in connection with a loan agreement, this Note is subject to the terms and provisions thereof.


INTEREST RATE. The interest rate on this Note is 6%.


PREPAYMENT. Borrower may pay without fee all or a portion of the principal amount owed hereunder earlier than it is due. All prepayments shall be applied to the indebtedness owing hereunder in such order and manner as Lender may from time to time determine in its sole discretion.


LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $25.00, whichever is greater.


DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment of principal or interest when due under this Note or any other indebtedness owing now or hereafter by Borrower to Lender; (b) failure of Borrower or any other party to comply with or perform any term, obligation, covenant or condition contained in this Note or in any other promissory note, credit agreement, loan agreement, guaranty, security agreement, mortgage, deed of trust or any other instrument, agreement or document, whether now or hereafter existing, executed in connection with this Note (the Note and all such other instruments, agreements, and documents shall be collectively known herein as the "Related Documents"); (c) any representation or statement made or furnished to Lender herein, in any of the Related Documents or in connection with any of the foregoing is


false or misleading in any material respect; (d) Borrower or any other party liable for the payment of this Note, whether as maker, endorser, guarantor, surety or otherwise, becomes insolvent or bankrupt, h ...