zealous_8k-ex1011.htm


    EXHIBIT
      10.11

     

    SECURED
      PROMISSORY NOTE

     

    October
      5, 2007

     

    
      	$100,000.00	
              New
                York, New York

            


    

     

     

    FOR
      VALUE RECEIVED, the undersigned, Zealous Trading Group, Inc., a
      Nevada corporation ("Maker"), promises to pay to a _______ limited partnership
      ("Payee") at ____________ or at such other place as Payee may from time to
      time
      designate by written notice to Maker, in lawful money of the United States
      of
      America, the aggregate sum of One Hundred Thousand Dollars
      ($100,000.00).   Maker further agrees as follows:

    


    Section
      1.    Interest
      Rate and Fees.

     

     
      Interest shall accrue at a rate of 12% per annum based on a 365 day
      year.

    


    Section
      2.    Payments.

     

     
      2.1    All
      principal and accrued but unpaid interest shall be paid to Payee on October
      26,
      2007, due on demand of the Payee, unless extended or sooner terminated by mutual
      agreement of the parties.

     

     
      2.2    Maker shall have the
      right to prepay this Note in full or in part at any time, without premium or
      penalty.

    


    Section
      3.    Default.

     

     
It
      shall be an event of default ("Event of Default"), and the entire unpaid
      principal of this Note, together with accrued interest, shall become immediately
      due and payable, at the election of Payee, upon the occurrence of any of the
      following events:

     

     
3.1    Any
      failure
      on the part of Maker to make any payment of all principal and interest when
      due;

     

     
3.2    Maker
      shall
      commence (or take any action for the purpose of commencing) any proceeding
      under
      any bankruptcy, reorganization, arrangement, readjustment of debt, moratorium
      or
      similar law or statute;

     

     
3.3    a
      proceeding
      shall be commenced against Maker under any bankruptcy, reorganization,
      arrangement, readjustment of debt, moratorium or similar law or statute and
      relief is ordered against it, or the proceeding is controverted but is not
      dismissed within sixty (60) days after the commencement
      thereof;

     

     
      3.4    Maker consents to or
      suffers the appointment of a guardian, receiver, trustee or custodian to any
      substantial part of its assets that is not vacated within thirty (30)
      days;

     

     
      3.5    the
      dissolution, termination of existence, or insolvency of Maker; or

     

     
      3.6    Maker consents to or
      suffers an attachment, garnishment, execution or other legal process against
      any
      of his assets that is not released within thirty (30) days.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      5.    Conversion.

     

     
      Upon the request of the Payee, this Note may be converted, in whole but not
      in
      part, into that number of fully-paid and nonassessable shares of Common Stock
      equal to (a) the amount of the then outstanding principal and accrued interest
      under this Note, divided by (b) the Conversion Price (as defined
      below).  The “Conversion Price” shall be $.02 per share

    


    Section
      6.    Mechanics of
      Conversion.

     

     
      Before the Payee shall be entitled to convert this Note into Common Stock,
      the
      Payee shall surrender this Note, duly endorsed, at the office of the Maker,
      and
      shall give written notice to the Maker at its principal corporate office of
      the
      election to convert and shall state therein the name or names in which the
      certificate or certificates for the Common Stock, are to be issued. The
      Maker
      shall, promptly thereafter, issue and deliver to such person at the address
      specified by the Payee, a certificate or certificates for the Common Stock
      to
      which the Payee is entitled.  Such conversion shall be deemed to have
      been made immediately prior to the close of business on the date of such
      surrender of this Note (the “Conversion Date”), and the persons entitled to
      receive the Common Stock issuable upon such conversion shall be treated for
      all
      purposes as the record holder or holders as of such date.  No
      fractional shares shall be issued upon conversion of this Note and the number
      of
      shares of Common Stock to be issued shall be rounded up to the nearest whole
      share.

    


    Section
      7.    Waivers.

     

     
      Maker 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.

     

     
The
      Payee
      may waive any Event of Default hereunder.  Such waiver shall be
      evidenced by written notice or other document specifying the Event or Events
      of
      Default being waived and shall be binding on all existing or subsequent Payee(s)
      under this Note.

     

    Section
      8.    Securities
      Act of 1933.  Upon conversion of this
      Note, the persons entitled to receive the shares of Common Stock may be required
      to execute and deliver to the Maker an instrument, in form satisfactory to
      the
      Maker, representing that such person is an accredited investor as defined in
      Rule 501(a) of the Securities Act of 1933, as amended (the "Act") and
      the shares of Common Stock are being acquired for investment, and not with
      a
      view to distribution, within the meaning of the Act.

     

    Section
      9.    Shareholder
      Status.  Nothing contained in this Note
      shall be construed as conferring upon the Payee the right to vote or to receive
      dividends or to consent or to receive notice as a shareholder in respect of
      any
      meeting of shareholders for the election of directors of the Maker or of any
      other matter, or any rights whatsoever as a shareholder of the Maker prior
      to
      conversion hereof.

     

    
      
        
        

      

      
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    Section
      10.   Security
      Interest.

     

      
      This Note is expressly secured by a pledge by the Maker of all of its assets
      as
      set forth in the Security Agreement (the “Security Agreement”).

     

      
The
      Payee
      may file a UCC-1 Financing Statement to perfect the security interest granted
      herein. The aggregate amount of loan proceeds secured by this pledge will be
      not
      more than $100,000.00 (plus accrued and unpaid interest thereupon). The UCC-1
      security will be issued in the name of Payee or such other party designated
      by
      Payee. Upon satisfaction or conversion of this Note, the Payee shall promptly
      file a UCC-3 Termination Statement and fully and unconditionally release its
      security interest created by the Security Agreement.

    


    Section
      11.    Miscellaneous.

     

      
      a)    This
      Note may be altered only by prior 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)    The
      covenants, terms and conditions contained in this Note apply to and bind the
      heirs, successors, executors, administrators and assigns of the
      parties.

     

      
      c)    This
      Note constitutes a final written expression of all the terms of the agreement
      between the parties regarding the subject matter hereof, are 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)    This
      Note shall be governed by the laws of New York, without giving effect to
      principals of conflicts of laws.

     

      
      e)    All
      notices, consents, or other communications provided for in this Note or
      otherwise required by law shall be in writing and may be given to or made upon
      the respective parties at the following mailing addresses:

     

      
Payee:
      Porter Partners, LP

     

     

      
      Maker:     Zealous Trading Group, Inc.

    P.O.
      Box
      30010

    Las
      Vegas, Nevada 89173-0010

    Att:
      Chief Executive Officer

    


    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 (other than a notice of a changed address)
      sent
      by certified or registered U.S. mail, with postage prepaid, shall be presumed
      received no later than three (3) business days following the date of
      sending.

     

    f)    This
      Note may
      be signed (including by facsimile) in any number of counterparts, each of which,
      shall be deemed to be an original and all of which together shall be deemed
      to
      be one and the same instrument.

     

    [Signatures
      on following page]

    


    
      
        
        

      

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

    


    
      	 	
              ZEALOUS
                TRADING GROUP, INC.,

              
                a
                  Nevada Corporation

              

            
	 	 
	 	
              By:___________________________

              
                Name:
                  Milton C. Ault, III

                
                  Title:
                    Chief Executive Officer

                

              

            


    

     

     

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