f8k101409ex10ii_cinnabar.htm


    Exhibit
10.2

     

    PROMISSORY
NOTE

     

    
      	
              $125,000.00

            	 
      	
              October  14,
      2009

            


    

    


    FOR VALUE
RECEIVED, Richard Granville (the “Maker”) promises to
pay Belmont Partners, LLC or assigns (the “Holder”) in lawful
money of the United States of America, the aggregate sum of One Hundred and
Twenty-Five Thousand Dollars ($125,000.00) with no interest.

     

    1. Principal.  The
principal amount of this Note shall be due and payable ninety (90) days from the
date hereof (the “Payment
Date”).  Notwithstanding anything herein to the contrary, the
Note may be prepaid by Maker without penalty, in whole or in part.

     

    2. Manner of
Payment.  The payment of principal on this Note shall be paid
by Maker to Holder by wire transfer of immediately available funds to an account
or accounts designated by Holder in writing. If any payment of principal on this
Note is due on a day which is not a Business Day, such payment shall be due on
the next succeeding Business Day. “Business Day” means
any day other than a Saturday, Sunday or legal holiday in the Commonwealth of
Virginia.

     

    3. Security.  Maker’s
performance under this Note is secured to the extent and in the manner set forth
in that certain stock purchase agreement of even date herewith, by and among
Holder, Maker and Cinnabar Ventures, Inc. (the “Stock Purchase
Agreement”).  Holder rights are set forth in the Stock Purchase
Agreement, including Non-Diluted provision under reference 2.5.3.

     

    4. Prepayment.  Maker
may, without premium or penalty, at any time and from time to time, prepay all
or any portion of the outstanding principal balance due under this
Note.

     

    5. Severability.  If
any provision in this Note is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Note will remain in full
force and effect.  Any provision of this Note held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

     

    6. Governing
Law.  This Note will be governed by the laws of the
Commonwealth of Virginia without regard to principles of conflicts of
laws.

     

    7. Parties in
Interest.  This Note may be assigned or transferred by
Holder.  Subject to the preceding sentence, the rights and obligations
of Maker and Holder shall be binding upon and benefit their successors, assigns,
heirs, administrators and transferees.

     

    8. Section Headings;
Construction.  The headings of Sections in this Note are
provided for convenience only and will not affect its construction or
interpretation. All references to “Section” or “Sections” refer to the
corresponding Section or Sections of this Note unless otherwise specified. All
words used in this Note will be construed to be of such gender or number as the
circumstances require.  Unless otherwise expressly provided, the words
“hereof” and “hereunder” and similar references refer to this Note in its
entirety and not to any specific section or subsection hereof.

     

    IN
WITNESS WHEREOF, Maker has executed and delivered this Note as of the date first
written above.

     

    _/s/
Richard Granville__________

    Name:
Richard Granville