sch13da6060308ex1-2.htm


    THIS
PROMISSORY NOTE IS NOT A SECURITY REQUIRING REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.  IT MAY NOT BE SOLD OR ASSIGNED EXCEPT IN
ACCORDANCE WITH ITS TERMS AND CONDITIONS.

     

    SECURED
PROMISSORY NOTE

    (hereinafter
referred to as the “NOTE”)

     

    
      	 
      	 
      
	
              $242,435.00
      (US DOLLARS)

               

            	
              Broward
      County, Florida

              June
      2, 2008

            


    

     

    For value
received,  Stewart Wallach, a natural person, (the “Maker”) hereby
promises to timely pay to Howard Ullman, a natural person, or his assignee
(collectively, the “ Holder ”), the principal sum of  TWO HUNDRED
FORTY TWO THOUSAND AND FOUR HUNDRED THIRTY FIVE U.S. Dollars and No Cents
($242,435.00)  (“Principal”) and interest accrued thereon in
accordance with the terms of this Note.  Interest shall accrue from
the date of this Note on the unpaid Principal amount at a rate equal to FIVE
PERENT (5%) simple interest per annum (“Interest”). The Interest rate shall be
computed on the basis of the actual number of days elapsed and a year of 360
days. This Note is subject to the following terms and conditions.  The
Principal represents the purchase price of certain securities (See Section 7
below) sold by the Holder to the Maker under a June 2, 2008 Purchase Securities
Agreement.

     

    1.  Payment;
Maturity.

     

    (a) Payment.  Principal
and any accrued but unpaid Interest under this Note shall be paid in five (5)
equal installment payments and in accordance with the following schedule;
provided, that if any due date is a Sunday or federal government holiday, then
the due date for such payment shall be the next business day:

    


    
      
        	
                PAYMENT
      DUE DATE

              	
                PRINCIPAL

              	
                INTEREST**

              	
                TOTAL
      PAYMENT

              
	 
      	 
      	 
      	
                 

              
	
                1)    June
      2, 2009

              	
                $47,526.91

              	
                $2,424.35

              	
                $49,951.26

              
	
                2)    June
      2, 2010

              	
                $48,002.18

              	
                $1,949.08

              	
                $49,951.26

              
	
                3)    June
      2, 2011

              	
                $48,482.20

              	
                $1,469.06

              	
                $49,711.26

              
	
                4)    June
      2, 2012

              	
                $48,967.02

              	
                $984.24

              	
                $49,951.26

              
	
                5)    June
      2, 2013

              	
                $49,456.69*

              	
                $494.57

              	
                $49,951.26

              


      

    

     

    *
adjusted for rounding to nearest cent/Cumulative Interest on Principal is
$7,321.30.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)   All
unpaid Principal and unpaid Interest accrued thereon shall be due and payable in
full, without presentment or demand, on 4:00 p.m., local Miami, Florida time, on
June 2, 2013, unless accelerated in accordance with the terms of this
Note.

     

    (c)
Notwithstanding the foregoing, the entire unpaid Principal sum of this Note,
together with accrued and unpaid Interest thereon, shall become immediately due
and payable upon demand by the Holder at any time on or following the occurrence
of any of the following events:

     

    (i) the
sale of all or substantially all of the operating assets of CHDT Corporation, a
Florida corporation, (“CHDT” or the “Company”) with its Common Stock, $0.0001
par value per share, (“Common Stock”) quoted on the OTC Bulletin Board under the
symbol “CHDO.OB,” or any merger, other business combination, including a
consolidation, of CHDT with or into another entity or corporation; other than a
merger or consolidation in which the holders of more than 50% of the shares of
Common Stock of the CHDT outstanding immediately prior to such transaction
continue to hold (either by the voting securities remaining outstanding or by
their being converted into voting securities of the surviving entity) more than
50% of the total voting power represented by the voting securities of the
Company, or such surviving entity, outstanding immediately after such
transaction; or

     

    (ii) the
dissolution, termination of existence, or appointment of a receiver, trustee or
custodian, for all or any material part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceeding by CHDT under any
reorganization, bankruptcy, arrangement, dissolution or liquidation law or
statute of any jurisdiction, now or in the future in effect; or

     

    (iii) the
execution by the Maker of a general assignment for the benefit of his creditors;
or

     

    (iv)  the
petition filing by the Maker under any chapter of the bankruptcy laws or statute
of any jurisdiction for protection from his creditors, now or in the future in
effect, which is not cured by the dismissal or withdrawal of such petition
within sixty (60) days after the date commenced of such petition;
or

     

    (v) the
appointment of a receiver or trustee to take possession of the property or
assets of the Maker; or

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (vi) the
death or physical or mental disability of the Maker, which disability prevents
the Maker from fulfilling his executive duties with CHDT for 90 consecutive days
or more (as certified by a licensed physician selected by CHDT); or

    


    (vii)   Maker
sells the securities pledged as collateral and security for payment of the
Principal and Interest of this Note.

     

    2. Payment;
Prepayment. All
payments shall be made in lawful money of the United States of America at such
place as the Holder hereof may from time to time designate in writing to the
Holder; provided, however, that the Maker may tender and transfer shares of CHDT
equity securities owned by the Maker to the Holder as payment, in whole or in
part, of any Principal and/or Interest.  For purposes of valuing any
such tendered securities, the Holder and Maker agree that the Compensation
Committee of the CHDT Board of Directors shall determine the value of such
securities as payment of Principal and/or Interest and shall do so at the time
of each such tender. Payment shall be credited first to the accrued interest
then due and payable and the remainder applied to principal. Prepayment of this
Note may be made at any time without penalty or charge.

     

    3. Transfer;
Successors and Assigns.
The terms and conditions of this Note shall inure to the benefit of and
be binding upon the respective successors and assigns of the parties. This Note
may be transferred with  the Holder’s prior written consent and then
only upon surrender of the original Note for registration of transfer, duly
endorsed, or accompanied by a duly executed written instrument of transfer in
form satisfactory to the Holder.  Thereupon, a new note for the same
principal amount and accrued interest will be issued to, and registered in the
name of, the transferee. Interest and Principal are payable only to the
Holder.

     

    4. Governing
Law. This Note
and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance
with the laws of the State of Florida, without giving effect to principles of
conflicts of law.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5. Notices. Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or by courier, overnight delivery
service or confirmed facsimile, or 48 hours after being deposited in the U.S.
mail as certified or registered mail with postage prepaid, if such notice is
addressed to the party to be notified at such party’s address or facsimile
number set forth below”

    


    HOLDER:

    
      
        

      

      
        

      

    

    
      
        
          

        

        
          

        

      

    

    


    MAKER:

    


    
      
        

      

      
        
          

        



    

    6. Amendments
and Waivers. Any
term of this Note may be amended only with the written consent of the Holder.
Any amendment or waiver signed in accordance with this Section 6 shall be
binding upon the Maker, Holder and each transferee of this Note.

    


    7. Security
Interest. This
Note is secured by 35 million shares of CHDT Common Stock (“Common Shares”) and
939,000 shares of Series B Convertible Preferred Stock, $0.10 par value per
share, (“Series B Stock”) acquired on June 2, 2008 by the Maker from the Holder
under a Securities Purchase Agreement, dated June 2, 2008, by and between the
Holder and Maker.  Maker and Holder shall each take all actions and
execute all filings, agreements and documents necessary to properly record and
document the Holder’s security interest in the Common Shares and Series B
Stock.  Exhibit A hereto set forth the date, number of Series B Stock
and stock certificate number evidencing the Common Shares and Series B Stock
serving as collateral hereunder.  The stock certificates evidencing
the Common Shares and Series B Stock shall be held by CHDT in trust and escrow
for the Holder and shall do so until the satisfaction in full or cancellation by
the Holder of this Note.  Maker shall file a security agreement
satisfactory to Holder and record that security agreement with the appropriate
governmental entities to record the Common Shares and Series B Stock as security
and collateral under this Note. Maker shall pay all costs of such
recording.  CHDT shall holder the stock certificates evidencing the
Series B Stock and Common Shares in trust and in escrow.  CHDT shall
release said stock certificates to Maker upon receipt of


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    written
release of this Note by the Holder.  Maker may vote and convert Series
B Stock during the term of this Note and while such securities are held in
trust.

     

    8. Waivers.  Unless
expressly required hereunder, the Maker hereby knowingly and voluntarily
waives presentation for payment, presentment, protocol, right to jury trial,
demand and notice of protest, dishonor and nonpayment of this
Note.  Maker has been afforded ample opportunity to consult
his  lawyers and financial advisors about this Note.  Maker
has knowingly and voluntarily executed
this  Note.   The Maker agrees that the terms and
conditions of this Note are fair and equitable under the
circumstances.  No single or partial exercise of any power or right by
the Holder hereunder shall preclude other or further exercises thereof, or the
exercise of any other power, by the Holder.  No delay or omission on
the part of the Holder hereof in exercising any rights hereunder shall operate
as a waiver of such right or of any other right under this
Note.  Maker acknowledges that the debt evidenced by this Promissory
Note is for commercial purposes only, and is not made for personal, family, or
household purposes.

     

    9. Counterparts. This Note may be executed in
any number of counterparts, each of which will be deemed to be an original and
all of which together will constitute a single agreement.

     

    10. Action to
Collect on Note.
If action is instituted to collect on this Note, Maker promises to pay to
Holder any and all costs and expenses, including reasonable attorney’s fees,
incurred in connection with such action.

     

    11. Loss of
Note. Upon
receipt by the Maker of evidence satisfactory to him  of the loss,
theft, destruction or mutilation of this Note or any promissory note exchanged
for it, and indemnity satisfactory to the Maker (in case of loss, theft or
destruction) or surrender and cancellation of such Note (in the case of
mutilation), Maker will make and deliver in lieu of such Note a duly signed and
sealed new Note of like tenor.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PRIOR
TO SIGNING THIS NOTE, THE MAKER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE.  THE MAKER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES
RECEIPT OF A COMPLETED ORIGINAL OF THIS NOTE.  THIS NOTE WAS ENTERED INTO
AS OF THE DATE SET FORTH ABOVE.

    


    STEWART
WALLACH

     

    Signature:__/s/___________________

     

    WITNESS
NAME:__G.
McClinton____

     

    WITNESS
SIGNATURE:__/s/________

     

    Date:_06/2_,
2008

     

    


     

    AGREED
AND ACCEPTED BY:

     

    HOWARD
ULLMAN

     

    Signature:_/s/____________________

     

    


     

    WITNESS
NAME:_ G.
McClinton _____

     

    WITNESS
SIGNATURE:_/s/_________

     

    Date:_06/2_,
2008