ex102.htm


    EXHIBIT
      10.2

     

     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
      LAWS AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH
      ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION
      IS AVAILABLE.

     

     

    PROMISSORY
      NOTE

     

     

    
      	
              $49,107

            	
              Los
                Angeles, CA

            
	
               

            	
              March
                1, 2006

            


    

    


    


    FOR
      VALUE
      RECEIVED, Zegarelli Group International, Inc., a California corporation (the
      "Company"), promises to pay to the order of Alfred E. Booth, Jr., an individual
      (the "Holder"), the principal amount of $49,107, payable upon the
      consummation of a business combination between the Company and an entity to
      be
      identified ("Due Date"), in relation to the Company's Registration Statement
      on
      Form 10-SB. The principal amount shall not bear any interest.

    
 

    The
      following is a statement of the rights of Holder and the conditions to which
      this Note is subject, and to which Holder, by the acceptance of this Note,
      agrees:

    


    
      	
               

            	
              1.

            	
              Agreement
                to Advance Funds. This Note is being issued pursuant to the terms of
                the Agreement to Advance Funds entered into by and between the Company
                and
                the Holder and dated March 1, 2006 (the
                "Agreement").

            


    

    


    
      	
               

            	
              2.

            	
              Payments.
                All payments of principal in respect of this Note shall be made in
                lawful
                money of the United States of America in same day funds at the principal
                office of the Holder, or at such other place as Holder may designate
                in
                writing. Each payment made hereunder shall be credited to outstanding
                principal due.

            


    

    


    
      	
               

            	
              3.

            	
              Prepayment
                Privilege. This Note may be prepaid at any time, without premium or
                penalty.

            


    

     

    
      	
               

            	
              4.

            	
              Events
                of Default. All liabilities of the Company under this Note shall be
                immediately due and payable, without notice or demand, upon or at
                any time
                after the occurrence or existence of any one or more of the following
                "Events of Default":

            


    

    


    
      	
               

            	
              (a)

            	
              A
                proceeding shall have been instituted in a court having jurisdiction
                over
                the Company seeking a decree or order for relief in respect of Company
                in
                an involuntary case under any applicable bankruptcy, insolvency,
                reorganization or other similar law and such involuntary case shall
                remain
                undismissed or unstayed and in effect for a period of sixty (60)
                consecutive days, or Company shall commence a voluntary case under
                any
                such law or consent to the appointment of a receiver, liquidator,
                assignee, custodian, trustee, sequestrator, conservator (or other
                similar
                official).

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Company shall have filed a notice of withdrawal of the Company's
                registration statement on Form 10-SV with the Securities and Exchange
                Commission (the "SEC"); or

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Company shall have failed to complete the contemplated Registration
                Statement within 6 months from date filed with the
                SEC.

            


    

    


    
      	
               

            	
              5.

            	
              Successors
                and Assigns. The rights and obligations of the Company and Holder of
                this Note shall be binding upon and benefit the successors, assigns,
                heirs, administrators and transferees of the parties. The Company
                may not
                assign its obligations hereunder without the consent of the Holder;
                the
                Holder may assign its rights, interests or obligations hereunder,
                in whole
                or in part.

            


    

    


    
      	
               

            	
              6.

            	
              Waiver
                and Amendment. Any provision of this Note may be amended, waived or
                modified upon the written consent of the Company and
                Holder.

            


    

    


    
      	
               

            	
              7.

            	
              Notices.
                Any notice, request or other communication required or permitted
                hereunder
                shall be in writing and shall be deemed to have been duly given if
                personally delivered or mailed by registered or certified mail, postage
                prepaid, or by recognized overnight courier or personal delivery
                at the
                respective addresses of the parties as set forth on the register
                maintained by the Company. Any party hereto may by notice so given
                change
                its address for future notice hereunder. Notice shall conclusively
                be
                deemed to have been given when
                received.

            


    

    


    
      	
               

            	
              8.

            	
              Expenses;
                Waivers. If action is instituted to collect this Note, the Company
                promises to pay all costs and expenses, including, without limitation,
                reasonable attorneys' fees, and costs, incurred in connection with
                such
                action. The Company hereby waives notice of default, presentment
                or demand
                for payment, protest or notice of nonpayment or dishonor and all
                other
                notices or demands relative to this
                instrument.

            


    

     

     

    
      
         

      

      
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              9.

            	
              Governing
                Law. This Note and all actions arising out of or in connection with
                this Note shall be governed by and construed in accordance with the
                laws
                of the State of California, without regard to the conflicts of law
                provisions of the State of California, or of any other
                state.

            


    

     

    
      	
               

            	
              10.

            	
              Waiver
                of Jury Trial. To the fullest extent permitted by applicable law, the
                Company and the Holder hereby irrevocably and expressly waive all
                right to
                a trial by jury in any action, proceeding, counterclaim (whether
                based
                upon contract, tort or otherwise) arising out of or relating to this
                Note,
                or other documents entered in connection herewith or the transactions
                contemplated hereby.

            


    

     

    
      	
               

            	
              11.

            	
              Headings.
                The headings of the sections and subsections of this Note are inserted
                for
                convenience only and do not constitute a part of this
                Note.

            


    

    


    
      	
               

            	
              12.

            	
              Severability.
                In case any one or more of the provisions contained in this Note
                shall be
                deemed invalid, illegal, or unenforceable in any respect, the validity,
                legality and enforceability of the remaining provisions contained
                herein
                shall not in any way be affected or impaired
                thereby.

            


    

    


    
      	
               

            	
              13.

            	
              Miscellaneous.
                In the event the Holder at any time discovers that this Note contains
                an
                error which was caused by clerical mistake, calculation error, computer
                error, printer error, or similar error, the Company agrees, upon
                notice
                from the Holder to execute any amendment or modification hereto that
                is
                necessary to correct any such errors, and the Company also agrees
                not to
                hold the Holder responsible for any damage resulting from such error.
                If
                this Note is lost, stolen, mutilated or destroyed, and the Holder
                delivers
                to the Company an indemnification in the Company's favor, signed
                by the
                Holder, the Company will sign and deliver to Holder, a note identical
                in
                form and content which will have the effect of the original Note
                for all
                purposes.

            


    

    


     

    IN
      WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and
      delivered as of the day and year first above written.

    


    


    ZEGARELLI
      GROUP INTERNATIONAL, INC.

    


    /s/
      Judith E. Zegarelli

    Judith
      E.
      Zegarelli, Secretary

     

     

     

    


    
      
        
          
          

        

        
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