fluid_8k-ex1002.htm


    Exhibit
      10.2

     

    
      SECURED
        PROMISSORY NOTE

      


      


      


      
        	
                Principal
                  Amount: _________

              	 	
                Date
                  Made:     October 17,
                  2007

              
	
                (subject
                  to adjustment as stated below)

              	 	 
	 	 	
                Los
                  Angeles, California

              


      

      


      FOR
        VALUE RECEIVED,
        the undersigned, Fluid Media Networks, Inc., a Nevada corporation
        (“Borrower”), promises to pay to the order of _________
        (“Lender”), at Los Angeles, California, or at such other place as Lender
        may from time to time designate by written notice to Borrower in accordance
        with
        this secured promissory note (the “Note”), in lawful money of the United
        States of America, in the manner and at the rate provided herein, the principal
        sum of ________ Dollars ($_____) (the “Principal Amount”) (subject to
        adjustment as provided below), on or prior to October 16, 2009 (such date,
        the
“Maturity Date”).  This Note is being made concurrently with
        and pursuant to the Stock Purchase Agreement, of even date herewith (the
        “Stock Purchase Agreement”), by and among Borrower, pursuant to which
        Borrower is purchasing one hundred percent (100%) of the issued and outstanding
        shares of capital stock of Trusonic, Inc. (“Company”) from the stockholders of
        Company.  Except as otherwise expressly set forth herein, defined
        terms shall have such meanings ascribed to them in the Stock Purchase
        Agreement.  Borrower further agrees as follows:

      


      Article
        1.                      Adjustments.  Borrower
        shall have the right to set-off, upon prior written notice to Lender specifying
        in reasonable detail the basis for such set-off, against any amount due
        hereunder, the amount of any claim for indemnification or payment of damages
        from Lender to which Borrower may be entitled under the Stock Purchase
        Agreement, as provided in Section 6.05 thereof. If it is ultimately determined
        pursuant to the Stock Purchase Agreement that Lender is entitled to all or
        a
        portion of such amount, then such amount shall be paid promptly to Lender,
        together with interest thereon at the interest rate provided herein from
        the
        date such amount was disputed through the date of payment.

       

      Article
        2.                      Interest;
        Payments.

       

      (a)           This
        Note shall accrue simple interest at the rate of seven percent (7%) per
        annum.

       

      (b)           This
        Note shall be payable in two (2) payments, as follows:  (a) one
        payment of  _________ Dollars ($_____), representing principal and
        accrued interest (the “First Installment”), payable one (1) year from the date
        of this Note (the “First Installment Payment Date”), and (b) the remaining
        principal, together with all accrued interest (the “Second Installment”), in the
        amount of ________ Dollars ($____), shall be payable on the Maturity
        Date.

       

      (c)           This  Note
        shall be payable by certified or bank cashier’s check or by wire transfer of
        immediately available funds to an account designated by Lender in
        writing.

       

      
        
           

        

        
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      Article
        3.                    Security
        Interest.  Simultaneous with the making of this Note,
        Lender shall be granted a security interest (the “Security Interest”), in
        and to all of the assets of Lender and the Company pursuant to the terms
        and
        conditions of a security agreement, dated as of even date hereof (the
“Security Agreement”).  The Security Interest shall continue to
        secure this Note until this Note has been paid in full or is otherwise satisfied
        in accordance with the terms hereof.

       

      Article
        4.                     Default.

       

      (a)                      It
        shall be an event of default (“Event of Default”): (i) upon the failure
        by Borrower to pay the First Installment on or before the First Installment
        Payment Date (subject to a ten (10) day grace period during which Borrower
        may
        cure any such failure to
        pay); providedhowever, that Borrower’s
        failure to pay the First Installment while there exists any dispute as to
        the
        amount to be paid hereunder as provided in Article 1 of this Note shall not
        be
        deemed an Event of Default (ii) upon the failure by Borrower to pay the Second
        Installment on or before the Maturity Date (subject to a ten (10) day grace
        period during which Borrower may cure any such failure to
        pay); providedhowever, that Borrower’s
        failure to pay the Second Installment while there exists any dispute as to
        the
        amount to be paid hereunder as provided in Article 1 of this Note shall not
        be
        deemed an Event of Default; (iii) upon the breach or failure by Borrower
        to
        perform any material warranty, covenant or undertaking of Borrower in this
        Note
        (except with respect to the payment of principal or interest, which is addressed
        in clause (i) and/or clause (ii) of this subsection (a)), and each of such
        breach or failure to perform is not cured within thirty (30) days following
        the
        receipt by Borrower of written notice thereof by Lender; (iv) upon the material
        breach or default of any covenant or obligation of Borrower under the Stock
        Purchase Agreement or of Borrower or the Company under the Security Agreement;
        or (v) in the event that Borrower shall (A) apply for or consent to the
        appointment of, or the taking of possession by, a receiver, custodian, trustee
        or liquidator of all or substantially all of its property, (B) make a general
        assignment for the benefit of creditors, (C) admit in writing its inability
        to
        pay its debts as they become due, (D) commence a voluntary case under the
        federal bankruptcy laws (as now or hereafter in effect), (E) be adjudicated
        as bankrupt or insolvent, (F) file a petition or take advantage of any other
        law
        providing for the relief of debtors, or (G) acquiesce to, or fail to have
        dismissed within forty-five (45) days, any petition filed against it in any
        involuntary case under such bankruptcy law.

       

      (b)                 Upon
        the occurrence of an Event of Default, interest shall accrue on the principal
        amount due under this Note at the rate of ten percent (10%) per annum and
        Lender
        will have the option, by written notice to Borrower, to declare the entire
        balance of principal hereunder together with all accrued and unpaid interest
        thereon immediately due and payable and to exercise all rights and remedies
        available to it.  No delay or omission on the part of Lender hereof in
        exercising any right under this Note or otherwise shall operate as a waiver
        of
        such right.

       

      Article
        5.                     Waivers.

       

      (a)                      Borrower
        waives demand, presentment, protest, notice of protest, notice of dishonor,
        and
        all other notices or demands of any kind or nature with respect to this Note,
        together with diligence in collecting and the bringing of suit against
        Borrower.

       

      (b)                      Borrower
        agrees that a waiver of rights under this Note shall not be deemed to be
        made by
        Lender unless such waiver shall be in writing, duly signed by Lender, and
        each
        such waiver, if any, shall apply only with respect to the specific instance
        involved and shall in no way impair the rights of Lender or the obligations
        of
        Borrower in any other respect at any other time.  No notice to or
        demand on Borrower will be deemed to be a waiver of any obligation of Borrower
        or of the right of Lender to take further action without notice or demand
        as
        provided in this Note.

       

      
        
           

        

        
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      Article
        6.                    Assignment
        of Note.  This Note and each of the provisions hereof
        shall be binding upon each of the successors and assigns of
        Borrower.  Borrower may not assign or transfer this Note or any of its
        obligations under this Note, without the prior written consent of Lender,
        which
        consent shall not be unreasonably withheld.

       

      Article
        7.                    Jurisdiction
        and Service of Process.  Any controversy, dispute or
        claim of any nature whatsoever arising out of, in connection with or in relation
        to Note or the transaction contemplated herein will be resolved by final
        and
        binding arbitration in accordance with the Streamlined Rules of and by a
        retired
        judge at JAMS, Inc. in Los Angeles and all parties hereto consent to the
        personal jurisdiction of the State of California for such arbitration and
        enforcement of any award by JAMS.  The prevailing party in any dispute
        will be entitled to recover all reasonable attorney’s fees, costs and expenses
        in addition to other allowable costs.  Lender further agrees that
        service of any process, summons, notice or document by U.S. registered mail
        to
        its respective address set forth in Section 8(d) shall be effective service
        of
        process for any action or proceeding brought against it in any such
        arbitration.

       

      Article
        8.                     Miscellaneous.

       

      (a)                 This
        Note may be altered only by written agreement signed by the party against
        whom
        enforcement of any waiver, change, modification, or discharge is
        sought.  This Note may not be modified by an oral agreement, even if
        supported by new consideration.

       

      (b)                 This
        Note is made and delivered in Los Angeles, California, shall be governed
        by, and
        construed in accordance with, the laws of the State of California, without
        giving effect to such state’s principles of conflict of laws, and shall not be
        construed strictly against the drafter hereof.

       

      (c)                 This
        Note constitutes a final written expression of all the terms of the agreement
        between the parties regarding the subject matter hereof, is a complete and
        exclusive statement of those terms, and supersedes all prior and contemporaneous
        agreements, understandings, and representations between the
        parties.  If any provision or any word, term, clause, or other part of
        any provision of this Note shall be invalid for any reason, the same shall
        be
        ineffective, but the remainder of this Note shall not be affected and shall
        remain in full force and effect.

       

      (d)                 Any
        notice or other communication required or permitted to be given hereunder
        shall
        be in writing and shall be mailed by certified mail, return receipt requested
        (or by the most nearly comparable method if mailed from or to a location
        outside
        of the United States of America) or by Federal Express, Express Mail, or
        mail
        nationally recognized overnight delivery or courier service, or delivered
        in
        person or by facsimile, or similar telecommunications equipment, against
        receipt
        therefore at the address of such party set forth in this subsection 8(d)
        (or to
        such other address as the party shall have furnished in writing in accordance
        with the provisions of this subsection 8(d)).

       

      
        
           

        

        
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      Lender:

      


      


      Borrower:               Fluid
        Media Networks, Inc.

      5813
        Uplander Way, Unit
        #A

      Culver
        City, CA 
90230-6607

      Attention:

      Facsimile:

      


      


      


      Such
        addresses may be changed by notice given as provided in this
        subsection.  Notices shall be effective upon the date of receipt;
        provided, however, that a notice sent via telecopier shall be deemed effective
        upon the date indicated on proof of transmittal; notice sent via overnight
        delivery shall be deemed effective two (2) business days after deposit with
        such
        delivery service; and notice sent by U.S. certified mail shall be deemed
        effective five (5) business days after deposit with the U.S. mail.

       

      (e)                 This
        Note is transferable only upon surrender of this Note for registration of
        the
        transfer, duly endorsed, or accompanied by a written instrument of transfer
        duly
        executed, by Lender or their attorney duly authorized in writing.

       

      (f)                 This
        Note is issued by Borrower in consideration for the purchase of the shares
        of
        capital stock of Company pursuant to the Stock Purchase Agreement.

       

      


      


      IN
        WITNESS WHEREOF,
        Borrower has executed this Note effective as of the date first set forth
        above.

      


      BORROWER

      


      Fluid
        Media Networks,
        Inc.

      


      


      By:
        __________________________________

      


      Name:  _______________________________

      


      Title:  ________________________________

      


      


      
 

       

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