Unassociated Document


    Exhibit
10.2

     

    
      PROMISSORY NOTE SECURED BY
REAL PROPERTY

    

    


    
      	
              Date:

            	
              May
      1, 2009

            
	
              Original
      Principal Amount:

            	
              $450,000.00

            


    

    


    
      
        	
                1.

              	
                FUNDAMENTAL
      PROVISIONS

              


      

    

    
      


    

    
      The
following terms will be used as defined terms in this Secured Promissory Note
(this “Note”):

    

    


    
      	
              
                Maker:

              

            	
              
                INVESTORS
      MORTGAGE HOLDINGS, INC.

              

              
                a
      Arizona corporation’

              

              
                4900
      North Scottsdale Road, Suite 5000

              

              
                Scottsdale,
      Arizona 85251

              

            
	 
      	 
      
	
              
                Payee:

              

            	
              
                eFUNDS
      CORPORATION

              

              
                a
      Delaware corporation

              

              
                601
      Riverside Drive

              

              
                Jacksonville,
      Florida 32204

              

            
	 
      	 
      
	
              
                Principal
      Amount:

              

            	
              
                Four
      Hundred and Fifty Thousand and No/l00ths Dollars

              

              
                ($450,000.00)

              

            
	 
      	 
      
	
              
                Interest
      Accrua l Date:

              

            	
              
                May
      1,2009

              

            
	 
      	 
      
	
              
                Contract
      Note Rate:

              

            	
              
                The
      term “Contract
      Note Rate” as used in this Note shall mean eight percent (8%) per
      annum.

              

            
	 
      	 
      
	
              
                Maturity
      Date:

              

            	
              
                May
      1, 2013

              

            
	 
      	 
      
	
              
                Business
      Day:

              

            	
              
                Any
      day of the year on which commercial banks in Maricopa County, Arizona, are
      generally open, other than Saturday, Sunday or federally recognized
      holidays.

              

            


    

    


    
      
        	
                2.

              	
                PROMISE TO
      PAY

              


      

    

    
      


    

    
      For Value
received, Maker promises to pay to the order of Payee at its address above, or
at such other place as the Payee hereof may from time to time designate in
writing, the unpaid principal balance hereof, together with interest accruing as
set forth herein, subject to the terms set forth herein.

    

    
      


    

    
      
        	
                3.

              	
                PAYMENTS

              


      

    

    
      


    

    
      
        	
              	
                3.1

              	
                The
      outstanding principal balance hereof shall bear interest at the stated
      Contract Note Rate.  Throughout the term of this Note, interest
      shall be calculated on a 365-day year basis with respect to the unpaid
      balance of the Principal
Amount.

              


      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
              	
                3.2

              	
                Commencing
      June 1, 2009, and continuing on the first day of each month thereafter,
      equal amortized installments in the amount of Ten Thousand Nine Hundred
      Eighty-Five Thousand and 82/100ths Dollars ($10,985.82) each shall be due
      and payable. Such monthly installments shall be applied first to accrued
      interest and then to principal.

              


      

       

    

    
      
        	
              	
                3.3

              	
                If
      not sooner paid, a final payment of all unpaid principal and accrued
      interest shall be due and payable on or before the Maturity
      Date.

              


      

       

    

    
      
        	
              	
                3.4

              	
                Principal
      and interest are payable only in lawful money of the United States of
      America.

              


      

       

    

    
      
        	
              	
                3.5

              	
                If
      a payment to be made by Maker hereunder shall become due on a day that is
      not a Business Day, such payment shall be made on the next succeeding
      Business Day.

              


      

       

    

    
      
        	
              	
                3.6

              	
                All
      payments due hereunder shall be made (a) without deduction of any present
      or future taxes, levies, imposts, deductions, charges or withholdings,
      which amounts shall be paid by Maker, and (b) without any other set off.
      Maker will pay the amounts necessary such that the gross amount of the
      principal and interest received by the Payee hereof is not less than that
      required by this Note.

              


      

       

    

    
      
        	
                4.

              	
                PREPAYMENT

              


      

       

    

    
      Maker may
pay without penalty all or a portion of the amount owed earlier than it is due
at any time and from time to time. Early payments will not, unless agreed to by
Payee in writing, relieve Maker at any time and from time to time of Maker’s
obligation to continue to make installment payments until principal is paid in
full. Rather, early payments will reduce the principal balance due.

       

    

    
      
        	
                5.

              	
                REMEDIES

              


      

       

    

    
      If Maker
fails to pay any amount when due hereunder and such failure continues uncured
for five (5) days after written notice from Payee to Maker of such default, then
at the option of the Payee hereof, the entire balance of principal then owing,
together with all accrued interest thereon shall, at Payee’s option, be declared
all due and payable.

       

    

    
      
        	
                6.

              	
                CHANGE, DISCHARGE,
      TERMINATION, WAIVER

              


      

       

    

    
      No
provision of this Note may be changed, discharged, terminated, or waived except
in writing signed by the party against whom enforcement of the change,
discharge, termination, or waiver is sought. No failure on the part of the Payee
hereof to exercise and no delay by the Payee hereof in exercising any right or
remedy under this Note or under the law shall operate as a waiver thereof.
Maker, endorsers, guarantors, and sureties of this Note hereby waive diligence,
demand for payment, presentment for payment, protest, notice of nonpayment,
notice of protest, notice of intent to accelerate, notice of acceleration,
notice of dishonor, and notice of nonpayment, and all other notices or demands
of any kind (except notices specifically provided for in this Note) and
expressly agree that, without in any way affecting the liability of Maker,
endorsers, guarantors, or sureties, the Payee hereof may extend any Maturity
Date or the time for payment of any installment due hereunder, otherwise modify
this Note, accept security, release any person liable, and release any security
or guaranty.

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      
        	
                7.

              	
                ATTORNEYS’
      FEES

              


      

       

    

    
      If this
Note is not paid when due, Maker promises to pay all reasonable attorneys’ fees
and costs incurred in the enforcement hereof.

       

    

    
      
        	
                8.

              	
                SEVERABILITY

              


      

       

    

    
      If any
provision of this Note is unenforceable, the enforceability of the other
provisions shall not be affected and they shall remain in full force and
effect.

       

    

    
      
        	
                9.

              	
                NUMBER AND
      GENDER

              


      

       

    

    
      In this
Note the singular shall include the plural and the masculine shall include the
feminine and neuter gender and vice versa.

       

    

    
      
        	
                10.

              	
                HEADINGS

              


      

       

    

    
      Headings
at the beginning of each numbered section of this Note are intended solely for
convenience and are not part of this Note.

       

    

    
      
        	
                11.

              	
                CHOICE OF LAW,
      JURISDICTION AND VENUE

              


      

       

    

    
      This Note
shall be governed by and construed in accordance with the laws of the State of
Arizona without giving effect to conflict of laws principles. Any action or
proceeding with respect to this Note shall be brought in courts of competent
jurisdiction located in Arizona.

      


    

    
      
        	
                12.

              	
                TIME OF THE
      ESSENCE

              


      

       

    

    
      Time is
of the essence with regard to each provision of this Note as to which time is a
factor.

       

    

    
      Dated:
May 1, 2009

      


    

    
      [SIGNATURE
ON NEXT PAGE]

    

    
      


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      MAKER:

       

      INVESTORS
MORTGAGE HOLDINGS, INC.

        an
Arizona corporation

       

       

      By  /s/ William G.
Meris

      Name: 
William G. Meris

      Title:  President