Domark International Inc. – ‘8-K’ for 10/3/11 – EX-10.1

On:  Monday, 10/3/11, at 1:38pm ET   ·   For:  10/3/11   ·   Accession #:  1165527-11-915   ·   File #:  333-136247

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report Dated 10-3-11                           5     15K 
 3: EX-10       Second Amendment to Promissory Note                    1      8K 
 2: EX-10.1     Promissory Note Dated 9-28-11                          4     19K 

EX-10.1   —   Promissory Note Dated 9-28-11
Exhibit Table of Contents

EX-10.1
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                                                                    EXHIBIT 10.1

PROMISSORY
NOTE

$40,000.00                                       Dated as of: September 28, 2011

FOR GOOD AND VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of which is
acknowledged  by the  parties  hereto,  DOMARK  INTERNATIONAL,  INC.,  a  Nevada
corporation  with a principle  place of business  located at 1809 East Broadway,
Suite 125,  Oviedo,  Florida  32765  ("Maker"),  promises to pay to the order of
INFINITE FUNDING, INC., a Wyoming Corporation with a principal place of business
located at 5 005 Hidalgo Street, Suite 619, Houston, Texas 77056 ("Payee"),  the
principal sum of FORTY THOUSAND and 00/100 Dollars  ($40,000.00) on December 15,
2011, together with interest at 3% per annum.                                   

Proceeds of this loan shall be  disbursed to Maker's  corporate  bank account as
follows:                                                                        

$40,000 ON SEPTEMBER 28, 2011                                                   

Disbursement will be made by wire transfer to Maker at:                         

Domark International, Inc.                                                      
Bank of America                                                                 
Oviedo, Florida                                                                 
Routing number 026009593                                                        
Account number 898022834301                                                     

Upon an "Event of Default" (as hereinafter defined),  interest shall accrue upon
the total sum  outstanding,  from time to time,  at the rate  equal to  eighteen
(18%) per annum (the "Default  Rate").  Default  interest shall be calculated on
the basis of a three hundred  sixty-five (365) day year for the actual number of
days in which any  indebtedness  under  this  Promissory  Note  ("Indebtedness")
remains  outstanding.  Maker  unconditionally  acknowledges  and agrees that the
aforementioned  Default Rate is  reasonable  in all respects and agrees to never
challenge or dispute same in any way.                                           

All Indebtedness shall be paid to Payee at:                                     

Infinite Funding Inc.                                                           
5005 Hidalgo Street Suite 619                                                   
Houston Texas 77056                                                             

This Promissory Note shall be a continuing absolute and unconditional obligation
and shall not be subject to any set-off, reduction, recoupment or counterclaim. 

Maker waives  presentment,  demand,  notice,  protest and all other  demands and
notices in connection  with the delivery,  acceptance,  performance,  default or
enforcement  of this  Promissory  Note. No failure by Payee or a legal holder to

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exercise and no delay in  exercising  any right by Payee or a legal holder under
this  Promissory  Note  shall  operate  as a waiver of such  right nor shall any
single or partial  exercise of any right by Payee or a legal  holder  under this
Promissory  Note  operate so as to impair or limit  Payee's or a legal  holder's
ability to insist on the full exercise of that right in the future.             

Maker  unconditionally  agrees  to  pay to  Payee  or a  legal  holder  of  this
Promissory Note all reasonable costs and expenses including, without limitation,
court costs,  attorneys' fees and expenses, of, or incidental to, the initiation
of any of  Payee's  or a legal  holder's  rights  or  remedies  pursuant  to the
provisions of this Promissory  Note, at law or in equity,  and the collection of
any of the Indebtedness evidenced under this Promissory Note.                   

The granting, without notice, of any extension of time for the payment of any of
the Indebtedness evidenced under this Promissory Note shall in no way release or
discharge the liability of Maker.                                               

If any of the following occurs ("Event of Default"):                            

I. Maker  fails to pay any of the  Indebtedness  when due;                      

II. Maker sells or transfers substantially all of its assets;                   

III.  Maker makes an assignment  for the benefit of  creditors,  or petitions or
applies for the appointment of a trustee, liquidator, or receiver;              

IV. Maker or any third party  commences any legal  proceeding  relating to Maker
under any bankruptcy,  reorganization,  arrangement, insolvency, readjustment of
debt,  dissolution,  liquidation  or  similar  law or any  jurisdiction,  now or
hereafter in effect;                                                            

V. Maker shall be adjudicated bankrupt or insolvent;                            

VI. Maker otherwise liquidates or dissolves, or Maker consolidates or merges and
is not the surviving  corporation,  or the existence of Maker is terminated  for
any reason whatsoever;                                                          

VII. Maker defaults or breaches any provision of any written agreement in effect
between Payee and Maker while any  Indebtedness  under this  Promissory  Note is
outstanding;                                                                    

VIII. Maker suspends its usual operation of its business; or                    

IX. if any event occurs  which  results in the  acceleration  of the maturity of
indebtedness  of Maker to any  person  under  any  loan or  security  agreement,
indenture, note or other undertaking, then, and without demand or further notice
thereof to Maker or any other person or entity,  all then-existing  Indebtedness
shall be declared immediately due and payable.                                  

Whenever in this  Promissory  Note there is a reference  made to either Payee or
Maker,  such reference  shall be deemed to include a reference to the successors
and assigns of said  party.  The  provisions  of this  Promissory  Note shall be
binding upon, and shall inure to the benefit of said successors and assigns.    

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Any demands or notices given under this  Promissory Note shall be in writing and
shall be deemed  duly given upon  personal  delivery,  receipt  and  delivery by
Federal Express or another overnight  carrier,  or three (3) days after mailing,
if mailed by registered or certified  mail,  return receipt  requested,  postage
prepaid,  to the  parties  at the  addresses  set forth  below or at such  other
addresses as shall be specified by a party in like manner:                      

Payee:                                                                          

Infinite Funding, Inc.                                                          
5005 Hidalgo Street, Suite 619                                                  
Houston, Texas 77056                                                            

Maker: DOMARK INTERNATIONAL, INC.                                               
1809 East Broadway, Suite 125                                                   
Oviedo, FL 32765                                                                
Attention: R. Thomas Kidd, CEO                                                  

Guarantor:                                                                      

R. Thomas Kidd                                                                  
432 Valley Stream Drive                                                         
Geneva, Florida 32732                                                           

This  Promissory  Note is executed by Maker and the  Guarantor  and delivered to
Payee  in  the  State  of  Florida,  and  shall  be  governed  as  to  validity,
enforcement,  interpretation.  construction, effect and in all other respects by
the laws and decisions of the State of Florida as applied to agreements  entered
into and to be fully performed  within the State of Florida  (without regard for
conflicts of laws).  If any provision  contained in this Promissory Note is held
to be  invalid  or  unenforceable  by a court or  competent  jurisdiction,  such
provision  will be severed  from this  Promissory  Note and such  invalidity  or
unenforceability  will not affect any other provision of this  Promissory  Note,
the balance of which will remain in and have its intended full force and effect;
provided, however, if such invalid or unenforceable provision may be modified so
as to be valid and  enforceable  as a matter  of law,  such  provision  shall be
deemed to have been  modified so as to be valid and  enforceable  to the maximum
extent permitted by law. Maker,  Guarantor and Payee have had the opportunity to
have counsel of their own  choosing  review this  Promissory  Note and, as such,
this  Promissory  Note shall be deemed to have been prepared by both parties and
shall not be construed against one party as the creator.                        

MAKER AND GUARANTOR AGREE THAT ALL ACTIONS OR PROCEEDINGS  RELATING  DIRECTLY OR
INDIRECTLY TO THIS  PROMISSORY  NOTE MAY, AT PAYEE'S  OPTION,  BE LITIGATED IN A
STATE OR FEDERAL  COURT  LOCATED  WITHIN ORANGE  COUNTY,  FLORIDA.  MAKER HEREBY
EXPRESSLY  CONSENTS TO THE  JURISDICTION  OF ANY SUCH STATE OR FEDERAL COURT AND
WAIVES ANY RIGHT IT MAY HAVE TO  TRANSFER  OR CHANGE THE VENUE OF SUCH  JUDICIAL
ACTION.  MAKER WAIVES PERSONAL  SERVICE OF PROCESS AND CONSENTS THAT ALL SERVICE
OF  PROCESS  MAY BE  MADE  BY  REGISTERED  OR  CERTIFIED  MAIL,  RETURN  RECEIPT
REQUESTED, TO MAKER AT THE ADDRESS STATED IN THIS PROMISSORY NOTE AND SERVICE SO
MADE  SHALL BE DEEMED TO BE  COMPLETE  THREE  (3) DAYS  AFTER THE SAME  SHALL BE
POSTED AS AFORESAID.                                                            

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MAKER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM,  DEMAND,  ACTION,
CAUSE OF ACTION OR  COUNTERCLAIM  ARISING  UNDER OR IN ANY WAY  RELATED  TO THIS
PROMISSORY NOTE, AND UNDER ANY THEORY OF LAW OR EQUITY,  WHETHER NOW EXISTING OR
HEREAFTER ARISING.                                                              

This  Promissory  Note has been executed and delivered by Maker and Guarantor to
Payee on September  28,  2011,  by Maker's duly  authorized  corporate  officer,
pursuant to resolutions duly adopted by Maker's Board of Directors if and to the
extent such  authorization  is required by applicable law,  Maker's  Articles of
Incorporation, by-laws or otherwise.                                            

A signature by facsimile shall constitute a valid and binding signature.        

DOMARK INTERNATIONAL, INC.                                                      

By: /s/ R. Thomas Kidd                                                          
-----------------------------------                                     
Name:  R. Thomas Kidd                                                           
Title: Chief Executive Officer                                                  

GUARANTOR                                                                       

/s/ R. Thomas Kidd                                                              
---------------------------------------                                         
R. Thomas Kidd                                                                  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/15/11		1
Filed on / For Period End:		10/3/11							8-K
		9/28/11		1		4
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