temn_8k-ex4x2.htm


    Exhibit
4.2

    SECURED
& COLLATERALIZED PROMISSORY NOTE

    $500,000
PLUS INTEREST DUE & PAYABLE

    DOCUMENT
C-11092009a

    


    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR
PROVISION.

    


    FOR VALUE
RECEIVED, on the Effective Date, as defined below, JMJ Financial (the
"Borrower,” or “Writer”), hereby promises to pay to the Lender (“Lender” or “
Holder”), as defined below, the Principal Sum, as defined below, along with the
Interest Rate, as defined below, according to the terms herein.

    


    


    
      	
               

              The
      "Holder" shall be:

            	
               

              Team
      Nation Holdings Corp.

            
	
               

              The
      "Principal Sum" shall be:

            	
               

              $500,000
      (five hundred thousand US Dollars); Subject to the following: accrued,
      unpaid interest shall be added to the Principal Sum.

            
	
               

              The
      “Consideration” shall be:

               

            	
               

              $500,000
      (five hundred thousand US dollars) in the form of this $500,000 Secured
      & Collateralized Promissory Note as memorialized and evidenced by the
      attached Exhibit A Collateral and Security Agreement.

            
	
               

              The
      "Interest Rate" shall be:

            	
               

              14.4%
      one-time interest charge on the Principal Sum.   No
      interest or principal payments are required until the Maturity Date, but
      both principal and interest may be prepaid prior to maturity
      date.

            
	
               

              The
      “Recourse” terms shall be:

            	
               

              This
      is a full recourse Note such that, for example, if the Writer defaults on
      the payment of this Note, forcing the Holder to foreclose on the
      security/collateral and there is a deficiency between (1) the outstanding
      principal and interest amount and (2) the foreclosure liquidation amount;
      then the Holder has the right to pursue additional claims against the
      Writer for that deficiency.

               

            
	
               

              The
      “Collateral” or “Security” shall be:

               

            	
               

              $500,000
      worth of any <<confidental>>fund (or similar equivalent) or
      $500,000 worth of any other assets, as memorialized and evidenced by the
      attached Exhibit A Collateral and Security Agreement.

            
	
               

              The
      "Maturity Date" is the date upon which the Principal Sum of this Note, as
      well as any unpaid interest shall be due and payable, and that date shall
      be:

            	
               

              Three
      years from the Effective Date, as defined below on the signature
      page.

            
	
               

              The
      “Prepayment Terms” shall be:

            	
               

              Prepayment
      is permitted at any time by payment in the form of any of the following:
      (1) cash, or (2) other negotiated form of payment mutually agreed to in
      writing, or (3) by surrender of the Convertible Promissory Note Document
      B-11092009a, or (4) by surrender of the Collateral or Security with which
      this Promissory Note is secured.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    ARTICLE
1 PAYMENT-RELATED PROVISIONS

    


    1.1 Loan
Payment Schedule. While no principal or interest payments are required until the
Maturity Date, unless otherwise adjusted by Writer with written notice to
Holder, or unless otherwise prepaid as set forth above whereby prepayment is
permitted at any time by payment of cash, or other mutually agreed and
negotiated payment, or by surrender of the Convertible Promissory Note Document
B-11092009a, or by surrender of the Collateral or Security related hereto;
provided that all conversions are honored as set forth under Convertible
Promissory Note Document B-11092009a and provided that Rule 144 is available to
remove the restrictive legend from those shares obtained in those conversions
and such that the shares effectively become immediately freely tradable, Writer
will plan to make payments in total monthly amounts of $100,000 beginning 210
days from the execution of this agreement.  Writer reserves the right
to (1) make payments prior to 210 days from the execution of this agreement, and
(2) to make payments in monthly amounts in excess of $100,000, and (3) to adjust
this payment schedule and payment amounts with written notice to
Holder.  Please
note: The $100,000
figure is based on recent liquidity, and is subject to change based on change in
liquidity.

    


    1.2 Interest Rate.  Interest
payable on this Note will accrue interest at the Interest Rate and shall be
applied to the Principal Sum.

    


    1.3
Application of Payment.  Unless otherwise specified in writing by
Writer, all payments made on this Note will be first applied to the Principal
Sum.

    


    


    ARTICLE
2 MISCELLANEOUS

    


    2.1. Notices. Any notice required or
permitted hereunder must be in writing and be either personally served, sent by
facsimile or email transmission, or sent by overnight
courier.  Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business
day after such notice is deposited with the courier service for
delivery.

    


    2.2. Amendment Provision. The term
"Note" and all reference thereto, as used throughout this instrument, means this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented.

    


    2.3. Assignability. This Note will be
binding upon the Writer and its successors and permitted assigns, and will inure
to the benefit of the Holder and its successors and permitted assigns, and may
be assigned by the Holder only with written consent by Writer.

    


    2.4.
Governing Law. This Agreement will be governed by, and construed and enforced in
accordance, with the laws of the State of Florida, without regard to the
conflict of laws principles thereof.  Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of Florida or in the federal
courts located in Miami-Dade County, in the State of Florida.  Both
parties and the individuals signing this Agreement agree to submit to the
jurisdiction of such courts.

    


    2.5. Maximum Payments. Nothing
contained herein may be deemed to establish or require the payment of a rate of
interest or other charges in excess of the maximum permitted by applicable law.
In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum will be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Writer.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.6.
Attorney Fees. In the event any attorney is employed by either party to this
Note with regard to any legal or equitable action, arbitration or other
proceeding brought by such party for the enforcement of this Note or because of
an alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Note, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys' fees and other
costs and expenses incurred, in addition to any other relief to which the
prevailing party may be entitled.

    


    2.7. No
Public Announcement. Except as required by securities law, no public
announcement may be made regarding this Note, payments, or conversions without
written permission by both Writer and Holder.

    


    2.8.
Transfer, Pledge, Sale, Collateral, Offer.  Holder may not transfer,
pledge, sell, use as collateral, offer, or hypothecate this Note to any third
party without written approval from Writer.

    


    2.9.
Effective Date.  This Note will become effective only upon occurrence
of the three following events: the Effective Date has been reached, execution by
both parties, delivery of Document B-11092009a by the Writer.

    


    


    


    HOLDER:

    


    


    


    /s/Dennis
Duffy___________                                                                           

    Dennis
Duffy

    Chairman
& CEO

    Team
Nation Holdings Corp.

    


    


    


     WRITER:

    


    


    


    /s/ Justin
Keener______

    JMJ
Financial / Its Principal

    


    EFFECTIVE
DATE AS EXECUTED BY WRITER: November 18,
2009                                                                                                                               

    NOTARY
FOR SIGNATURE BY WRITER:

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
A

    COLLATERAL
& SECURITY AGREEMENT

    


    1. Security Interest.
Writer hereby grants to Holder a security interest in the following described
property (“Security” or “Collateral” or “Security Interest”):

    


    $500,000
worth of <<confidential>>fund (or similar equivalent), or $500,000
worth of any other assets

    


    This
Collateral and security interest will secure the payment and performance of the
Writer’s Secured & Collateralized Promissory Note Document C-11092009a in
the amount of $500,000 (five hundred thousand US Dollars).

    


    2. Warranties and Covenants of
Writer.  Writer makes the following warranties and covenants to
Holder:

    


    (A)
Writer is the sole owner of the Collateral free from any lien, security
interest, or encumbrance, and Writer will defend the Collateral against all
claims and demands of all parties at any time claiming interest
therein.

    


    (B) This
Collateral has not been pledged, assigned, or hypothecated for any other
purpose, and no financing statement is on file in any local, state, or federal
institution, bureau, government, or public office.

    


    (C) While
the principal and interest balance of the Secured & Collateralized
Promissory Note Document C-11092009a remains outstanding, Writer will not
transfer, sell, offer to sell, assign, pledge, liquidate, spend, or otherwise
transfer to any party an amount of the Collateral equal to or greater than the
outstanding balance of the Secured & Collateralized Promissory Note Document
C-11092009a.

    


    (D)
Writer will pay promptly when due all taxes, expenses, and assessments upon the
Collateral.

    


    3. Perfection. Holder
has the right, upon its election, to perfect the Collateral and security and
this Collateral and Security Agreement by filing a financing statement or like
instrument with its proper local, state, or federal institution, bureau,
government, or public office.  Holder is encouraged to perfect this
instrument, and Writer will reasonably assist in Holder’s doing so.

    


    4. Remedies Upon
Default. In the event of Writer’s default on the Secured &
Collateralized Promissory Note Document C-11092009a, Holder may declare all
obligations secured hereby immediately due and payable and shall have the
remedies of a secured party, including without limitation the right to take
immediate and exclusive possession of the Collateral or any part thereof, or to
obtain a court order to do so; and the Writer must surrender the security and
Collateral to the Holder within 5 (five) business days of receiving written
notice that Holder is taking possession of the Collateral as remedy of
default.

    


    5. Normal Course of
Business.  Provided that no default has occurred on the Secured
& Collateralized Promissory Note Document C-11092009a, Writer will use and
possess the Collateral in the normal course of business.  Further,
Writer may liquidate, transfer, or exchange the
Collateral into another viable investment vehicle with equal or greater value,
including but not limited to bonds, <<confidental>>funds, mutual
funds, other stocks, or private placement convertible promissory notes or other
investment vehicles.  However, any liquidation, transfer, or exchange
into another viable investment vehicle will not affect Holder’s security,
rights, or claims to the underlying Collateral. At any time upon Holder’s
request, Writer will promptly provide update on the investment vehicle placement
of this Collateral.

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6. Termination of
Security.  At the time of prepayment or payoff of the Secured
& Collateralized Promissory Note Document C-11092009a to Holder by Writer,
Holder’s security interest in this Collateral shall automatically
terminate.  In the event that the Collateral and security interest
were perfected by Holder as set forth in Section 3, upon termination of security
as set forth in this section 6, the Holder will withdraw any and all perfection
instruments on the collateral and security within 5 (five) business
days.

    


    7. Governing Law. This
Agreement will be governed by, and construed and enforced in accordance, with
the laws of the State of Florida, without regard to the conflict of laws
principles thereof.  Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be
brought only in the state courts of Florida or in the federal courts located in
Miami-Dade County, in the State of Florida.  Both parties and the
individuals signing this Agreement agree to submit to the jurisdiction of such
courts.

    


    8. No Public
Announcement. No public announcement may be made regarding this
Collateral & Security Agreement without written permission by both Writer
and Holder.  In the
event that any securities law requires this document to be filed publicly, all
information regarding description of the Collateral that is considered personal
financial information shall be struck out with
<<<CONFIDENTIAL>>> and listed as follows:

    


    $500,000
worth of  <<<CONFIDENTIAL>>>  (or similar
equivalent), or $500,000 worth of any other assets

    


    9. Effective
Date.  This agreement will become effective as set forth in
Section 2.9 of Secured & Collateralized Promissory Note Document
C-11092009a.

    


    HOLDER:

    


    


    /s/ Dennis
Duffy__________                                                                           

    Dennis
Duffy

    Chairman
& CEO

    Team
Nation Holdings Corp.

    


     WRITER:

    


    


    /s/Justin
Keener________

    JMJ
Financial / Its Principal

    


    EFFECTIVE
DATE AS EXECUTED BY WRITER: November 18,
2009_______

    NOTARY
FOR SIGNATURE BY WRITER: