Promissory Note between ATM Service, Ltd. and Marvel Worldwide, Ltd. dated January 16, 2001

Summary

ATM Service, Ltd. promises to repay Marvel Worldwide, Ltd. $75,000 within 120 days, with interest of $2,812.50 due every 30 days. Payments are to be made in U.S. dollars, and the loan can be prepaid without penalty at the end of any 30-day period. If ATM Service, Ltd. fails to pay on time and does not cure the default within 10 days of notice, Marvel Worldwide, Ltd. can demand immediate repayment. The agreement is governed by New York law.

EX-10.78 3 a2039421zex-10_78.txt EXHIBIT 10.78 EXHIBIT 10.78 PROMISSORY NOTE $75,000.00 January 16, 2001 New York, NY For value received, ATM Service, Ltd., a New York Corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Marvel Worldwide, Ltd., at 2500 Hamilton Boulevard, South Plainfield, NJ 07080 (the "Lender"), in lawful money of the United States of America and in immediately available funds, the principal sum of $75,000.00 (the "Loan"), payable on the date and in the manner set forth below. 1. PRINCIPAL REPAYMENT. The outstanding principal amount of the Loan is payable, in full, within 120 days from the date of the disbursement of the Loan (the "Maturity Date"). 2. INTEREST RATE. The Borrower further promises to pay interest on the sum of the unpaid principal balance of the Loan outstanding on each day, from the date of this Note until all of the principal shall have been repaid in full, at the rate of $2,812.50 for each 30-day period following the disbursement of the Loan. Interest shall be payable at the end of each 30-day period following the disbursement of the Loan. 3. PLACE OF PAYMENT. All amounts payable hereunder shall be payable to the Lender in the manner specified by the Lender to the Borrower in writing. In the event that payment is to be made by wire transfer, such payment shall be made on a day that banks are open for business in New York, New York. 4. PREPAYMENT. The Loan may be prepaid by the Borrower, in whole or in part, without premium or penalty, at the end of any 30-day period following the disbursement of the Loan. 5. APPLICATION OF PAYMENT. All payments received by the Lender shall be applied as follows: (First) to the payment of accrued and unpaid interest, and (Second) to the payment of principal. If any payment received by the Lender under this Note is rescinded, avoided or for any reason returned by the Lender because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation under this Note as though such payment had not been made. 6. DEFAULT. It shall be an event of default hereunder (an "Event of Default") if the Borrower shall fail to make any payment due under this Note, when due, and the Borrower shall fail to cure such default within 10 days following the Borrower's receipt of written notice of default from the Lender. If an Event of Default should occur, the Lender may, at its option, without demand upon or notice to the Borrower, declare the full amount of the principal sum remaining unpaid to be due and payable immediately, with interest as aforesaid, anything to the contrary 1 herein notwithstanding; and payment of the same may be enforced and recovered in whole or in part at any time, at the option of the Lender, by the entry of judgment on this Note and/or the issuance of execution thereon upon any real of personal property of the Borrower and/or by exercising any other rights or remedies available to the Lender by law. 7. WAIVER. The Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including, without limitation, reasonable attorney's feed, costs and other expenses. 8. ATTORNEY'S FEES. In the event of default by the Borrower (or its assignee) in the payment of principal due on this Note, the Lender shall be entitled to receive and the Borrower (or its assignee) agrees to pay all reasonable costs of collection incurred by the Lender, including, without limitation, reasonable attorney's fees, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding. 9. GOVERNING LAW. This Note shall be governed by, and construed enforced in accordance with, the laws of the State of New York, excluding conflict of law principles that would cause the application of laws of any other jurisdiction. 10. SUCCESSORS AND ASSIGNS. The provisions of this Note shall inure to the benefit of and be binding on any successor to the Borrower and shall extend to any permitted holder hereof. 11. NOTICES. Any notices required to be delivered under this Note shall be in writing and either shall be delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback addressed as follows: (a) If to the Lender, at: Marvel Worldwide, Ltd. 2500 Hamilton Boulevard South Plainfield, NJ 07080 Attention: President (b) If to the Borrower, at: ATM Service, Ltd. 424 Madison Avenue New York, NY 10017 Attention: President 12. WAIVERS BY THE BORROWER. The Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by the Lender under the terms of this Note, as well as all benefits that might accrue to the Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process or extension of time for payment. 13. PAST DEFAULTS. Failure on the part of the Lender to exercise any right or remedy hereunder, whether before or after the happening of default, shall not constitute a waiver thereof and no waiver of any past default shall constitute a waiver in a future default, or of any other default. No failure to accelerate the debt evidenced hereby by reason of default hereunder, or acceptance of a past due installment or indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment thereafter or to impose late charges retroactively or prospectively or shall be deemed a novation of this Note or as a reinstatement of the debt evidenced hereby or the waiver of such right of acceleration or any other right; and the Borrower hereby expressly waives the benefit of any statute or rule or law or equity which would produce a result contrary or in conflict with the foregoing. 14. MODIFICATION. This Note may not be changed orally, but only by an agreement in writing signed by the party or parties against whom the Agreement is sought to be enforced. 15. SEVERABILITY OF PROVISIONS. If any clause or provision of this Note is or becomes un-constitutional, illegal, invalid or unenforceable because of present or future laws, the remaining clauses and provision of this Note shall not be affected thereby and shall remain fully enforceable. 16. CURRENCY. All amounts payable under this Note are payable in lawful money of the United States. Checks will constitute payment only when collected. IN WITNESS WHEREOF, the undersigned has executed this Note as of date first written above. ATM SERVICE, LTD. By: /s/ Gary Levi -------------------------- Name: Gary Levi Title: Presdent/COO ACKNOWLEDGED AND AGREED: MARVEL WORLDWIDE, LTD. By: ---------------------------- Name: Title: