EXHIBIT
10.2





$
10,000 Promissory Note
 
 December
7, 2007
 
 Secured
Financial Network, Inc.  (“Borrower”), located at 101 NE 3rd Avenue,
Suite 1500, Ft. Lauderdale, FL 33301, in consideration of $10,000, hereby
promises to pay to the order of HEB, LLC (“Lender”), at its primary place of
business at 777 Main Street, Suite 3100, Ft. Worth, TX 76102 or at such other
address given to Borrower by Lender, in immediately available funds and in
lawful money of the United States of America, the principal sum of Ten Thousand
Dollars ($10,000.00), or such lesser sum as may be advanced and outstanding
hereunder, when demanded by Lender, together with interest on the unpaid
principal balance of this Note equal to ten percent (10%) per
annum.
  Based on
such calculations interest shall be paid quarterly on the first day of the
month, beginning January 1, 2008.
  Borrower
shall repay this Note on or before December 7, 2009.
  As
additional consideration for entering into this note, Lender shall be issued
50,000 warrants to purchase 50,000 shares of SFNL common stock at the price of
$.05 per share. Warrants shall be exercisable for a term of 3-years. Warrant
agreement is attached.
  All
payments made on this Note as scheduled shall be applied, to the extent thereof,
first to accrued but unpaid interest and the balance to unpaid
principal.  Except to the extent specific provisions are set forth in
this Note with respect to application of payments, all payments received by the
holder hereof shall be applied, to the extent thereof, to the indebtedness owing
by Borrower to Lender in such order and manner as Lender or any other holder
hereof shall deem appropriate, any instructions from Borrower or anyone else to
the contrary notwithstanding.
  Borrower
shall be entitled to prepay this Note in whole or in part at any
time.  Any prepayments of this Note shall be applied first to accrued
but unpaid interest, and then to the principal balance hereof in the inverse
order of maturity.
  All
agreements between Borrower and Lender, or any subsequent holder of this Note,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of the maturity of this Note or otherwise, shall the
amount paid or agreed to be paid to the holder of this Note for the use,
forbearance, or detention of the funds advanced pursuant to this Note or for the
performance or payment of any covenant or obligation contained herein or in any
other document evidencing, securing or pertaining to this Note, exceed the
maximum amount permissible under applicable law (the “Highest Lawful
Rate”).  If from any circumstance whatsoever fulfillment of any
provision hereof or of any such other document, at the time performance of such
provision shall be due, shall involve transcending
the limit of validity prescribed by applicable law, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity, and
if from any circumstance the holder hereof shall ever receive anything of value
deemed excess interest by applicable law, an amount equal to any such excess
interest shall be applied to the reduction of the principal amount owing under
this Note, and not to the payment of interest, or if such excess interest
exceeds the unpaid principal balance of this Note, such excess interest shall be
refunded to Borrower.  All sums paid or agreed to be paid to any
holder of this Note for the use, forbearance or detention of any funds advanced
pursuant to this Note shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of this Note
until payment in full so that the rate of interest on account of the
indebtedness evidenced by this Note is uniform throughout the term
hereof.  The terms and provisions of this paragraph shall control and
supersede every other provision of all agreements between Borrower and any
holder of this Note.
   1
  If this
Note is placed in the hands of an attorney for collection after default, or if
all or any part of the indebtedness represented hereby is proved, established or
collected in any court or in any bankruptcy, receivership, debtor relief,
probate or other court proceedings, Borrower and all endorsers, sureties and
guarantors of this Note jointly and severally agree to pay reasonable attorneys’
fees and collection costs to the holder hereof in addition to the principal and
interest payable hereunder.
  Borrower
and all endorsers, sureties and guarantors of this Note hereby severally waive
demand, presentment for payment, protest, notice of protest, notice of
acceleration of and notice of intention to accelerate the maturity of this Note,
diligence in collecting, the bringing of any suit against any party and any
notice of or defense on account of any extensions, renewals, partial payments or
changes in any manner of or in this Note or in any of its terms, provisions and
covenants, or any releases or substitutions of any security, or any delay,
indulgence or other act of any trustee or any holder hereof, whether before or
after maturity.
  Neither
the failure by the holder hereof to exercise, nor delay by the holder hereof in
exercising, the right to accelerate the maturity of this Note or any other
right, power or remedy upon any default or event of default shall be construed
as a waiver of such default or event of default or as a waiver of the right to
exercise any such right, power or remedy at any time.  No single or
partial exercise by the holder hereof of any right, power or remedy shall
exhaust the same or shall preclude any other or further exercise thereof, and
every such right, power or remedy may be exercised at any time and from time to
time.  All rights and remedies provided for in this Note are
cumulative of each other and of any and all other rights and remedies existing
at law or in equity, and the holder hereof shall, in addition to the rights and
remedies provided herein, be entitled to avail itself of all such other rights
and remedies as may now or hereafter exist at law or in equity for the
collection of the indebtedness owing hereunder, and the resort to any right or
remedy provided for hereunder or provided for by law or in equity shall not
prevent the concurrent or subsequent employment of any other appropriate rights
or remedies.  Without limiting the generality of the foregoing
provisions, the acceptance by the holder hereof from time to time of any payment
under this Note which is past due or which is less than the payment in full of
all amounts due and payable at the time of such payment, shall not (i)
constitute a waiver of or impair or extinguish the rights of the holder hereof
to accelerate the maturity of this Note or to exercise any other right, power or
remedy at the time or at any subsequent time, or nullify any prior exercise of
any such right, power or remedy, or (ii) constitute a waiver of the requirement
of punctual payment and performance, or a novation in any respect.
       2
  This Note
may not be changed, amended or modified except in a writing expressly intended
for such purpose and executed by the party against whom enforcement of the
change, amendment or modification is sought.
  The Loan
is made solely for business purposes and is not for personal, family, household
or agricultural purposes.
  Time
shall be of the essence in this Note with respect to all of Borrower’s
obligations hereunder.
  THIS NOTE
AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF FLORIDA, EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY THE
FEDERAL LAWS OF THE UNITED STATES OF AMERICA.  THE BOOKS AND RECORDS
OF LENDER SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF ALL SUMS DUE LENDER
HEREUNDER.
  THIS NOTE
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
  Executed
as of the date first written above.
  BORROWER:
 
 
 /s/ 
Jeffrey L.
Schultz
 Secured Financial Network,
Inc.
 By: Jeffrey L.
Schultz  -  President
 
 
 THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS
EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”)
AND SHALL NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER HAS BEEN
REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
  3
  
 CLASS
A STOCK PURCHASE WARRANT
    Warrant
      No.    HEB -2
              Number of
      Shares:       50,000
  SECURED
FINANCIAL NETWORK, INC.
 COMMON
STOCK, NO PAR VALUE PER SHARE
 VOID
AFTER 5:00 P.M. EASTERN STANDARD TIME
 ON
DECEMBER 7, 2010
 
 This
Warrant is issued to HEB, LLC by SECURED FINANCIAL NETWORK, INC., a Nevada
Corporation, (hereinafter with its successors called the
“Company”).
 
 For value
received and subject to the terms and conditions hereinafter set out, Holder is
entitled to purchase from the Company at a purchase price of $0.05 per share,
fully paid and non-assessable shares of common stock, no par value per share
(“Common Shares”) of the Company.  Such purchase price per Common
Share, as provided herein, is referred to as the “Purchase Price.
 
 The
Holder may exercise this Warrant, in whole or in part, upon surrender of this
Warrant, with the exercise form annexed hereto duly executed, at the office of
the Company, or such other office as the Company shall notify the Holder in
writing, together with a certified or bank cashier’s check payable to the order
of the Company in the amount of the Purchase Price times the number of Common
Shares being purchased.
 
 1.           The
person or persons in whose name or names any certificate representing Common
Shares is issued hereunder shall be deemed to have become the holder of record
of the Common Shares represented thereby as of the close of business on the date
on which this Warrant is exercised with respect to such shares, whether or not
the transfer books of the Company shall be closed.  Until such time as
this Warrant is exercised or terminates, the Purchase Price payable and the
number and character of securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided.
 
 2.           Unless
previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard
Time, on December 7, 2010and shall be void
thereafter or can be extended at the Company’s discretion (“Expiration
Date”).
 
 3.           The
Company covenants that it will at all times reserve and keep available a number
of its authorized Common Shares, free from all preemptive rights, which will be
sufficient to permit the exercise of this Warrant.  The Company
further covenants that such shares as may be issued pursuant to the exercise of
this Warrant will, upon issuance, be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens, and charges.
 
 4.           If
the Company subdivides its outstanding Common Shares, by split-up or otherwise,
or combines its outstanding Common Shares, the Purchase Price then applicable to
shares covered by this Warrant shall forthwith be proportionately decreased in
the case of a subdivision, or proportionately increased in the case of a
combination.
  
 4
  5.           If
(a) the Company reorganizes its capital, reclassifies its capital stock,
consolidates or merges with or into another corporation (but only if the Company
is not the surviving corporation andno longer has more than a
single shareholder) or sells, transfers or otherwise disposes of all or
substantially all its property, assets, or business to another corporation, and
(b) pursuant to the terms of
such reorganization, reclassification, merger, consolidation, or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock, or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common
Shares, then (c) Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the same number of shares of common stock of the
successor or acquiring corporation and Other Property receivable upon such
reorganization, reclassification, merger, consolidation, or disposition of
assets as a holder of the number of Common Shares for which this Warrant is
exercisable immediately prior to such event. At the time of such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as
determined by resolution of the Board of Directors of the Company) in order to
adjust the number of shares of the common stock of the successor or acquiring
corporation for which this Warrant is exercisable. For purposes of this section,
“common stock of the successor or acquiring corporation” shall include stock of
such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of
stock, or other securities which are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions of this section shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations, or disposition of assets.
 
 6.           If
a voluntary or involuntary dissolution, liquidation or winding up of the Company
(other than in connection with a merger or consolidation of the Company) is at
any time proposed during the term of this Warrant, the Company shall give
written notice to the Holder at least thirty days prior to the record date of
the proposed transaction.  The notice shall contain: (1) the date on
which the transaction is to take place; (2) the record date (which must be at
least thirty days after the giving of the notice) as of which holders of the
Common Shares entitled to receive distributions as a result of the transaction
shall be determined; (3) a brief description of the transaction; (4) a brief
description of the distributions, if any, to be made to holders of the Common
Shares as a result of the transaction; and (5) an estimate of the fair market
value of the distributions.  On the date of the transaction, if it
actually occurs, this Warrant and all rights existing under this Warrant shall
terminate.
 
 7.           In
no event shall any fractional Common Share of the Company be issued upon any
exercise of this Warrant.  If, upon exercise of this Warrant as an
entirety, the Holder would, except as provided in this Section 7, be entitled to
receive a fractional Common Share, then the Company shall issue the next higher
number of full Common Shares, issuing a full share with respect to such
fractional share.  If this Warrant is exercised at one time for less
than the maximum number of Common Shares purchasable upon the exercise hereof,
the Company shall issue to the Holder a new warrant of like tenor and date
representing the number of Common Shares equal to the difference between the
number of shares purchasable upon full exercise of this Warrant and the number
of shares that were purchased upon the exercise of this Warrant.
 
 8.           Whenever
the Purchase Price is adjusted, as herein provided, the Company shall promptly
deliver to the Holder a certificate setting forth the Purchase Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment.
  5
  9.           If
at any time prior to the expiration or exercise of this Warrant, the Company
shall pay any dividend or make any distribution upon its Common Shares or shall
make any subdivision or combination of, or other change in its Common Shares,
the Company shall cause notice thereof to be mailed, first class, postage
prepaid, to Holder at least thirty full business days prior to the record date
set for determining the holders of Common Shares who shall participate in such
dividend, distribution, subdivision, combination or other
change.  Such notice shall also specify the record date as of which
holders of Common Shares who shall participate in such dividend or distribution
is to be determined.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of any dividend or
distribution.
 
 10.         The
Company will maintain a register containing the names and addresses of the
Holder and any assignees of this Warrant.  Holder may change its
address as shown on the warrant register by written notice to the Company
requesting such change.  Any notice or written communication required
or permitted to be given to the Holder may be delivered by confirmed facsimile
or telecopy or by a recognized overnight courier, addressed to Holder at the
address shown on the warrant register.
 
 11.         This
Warrant has not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws (“State Acts”) or
regulations in reliance upon exemptions under the Securities Act, and exemptions
under the State Acts. Subject to compliance with the Securities Act and State
Acts, this Warrant and all rights hereunder are transferable in whole or in
part, at the office of the Company at which this Warrant is exercisable, upon
surrender of this Warrant together with the assignment hereof properly endorsed.
The Common Stock into which the Warrants are exercisable will have piggyback
registration rights, and the Warrants will be transferable.
 
 12.         In
case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
may issue a new warrant of like tenor and denomination and deliver the same (a)
in exchange and substitution for and upon surrender and cancellation of any
mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed,
upon receipt of evidence satisfactory to the Company of the loss, theft or
destruction of such Warrant (including a reasonably detailed affidavit with
respect to the circumstances of any loss, theft, or destruction) and of
indemnity with sufficient surety satisfactory to the Company.
 
 13.         Unless
a current registration statement under the Securities Act, shall be in effect
with respect to the securities to be issued upon exercise of this Warrant, the
Holder, by accepting this Warrant, covenants and agrees that, at the time of
exercise hereof, and at the time of any proposed transfer of securities acquired
upon exercise hereof, the Company may require Holder to make such
representations, and may place such legends on certificates representing the
Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares
to be issued without such registration.
 
 14.         This
Warrant does not entitle Holder to any of the rights of a stockholder of the
Company.
 
 15.         Nothing
expressed in this Agreement and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties to this Agreement any
covenant, condition, stipulation, promise, or agreement contained herein, and
all covenants, conditions, stipulations, promises and agreements contained
herein shall be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns.
  6
   
 16.         The
provisions and terms of this Warrant shall be construed in accordance with the
laws of the State of Nevada.
  IN
WITNESS WHEREOF, the Company as of December 7, 2007 has duly executed this
Warrant.
 
 
 
   SECURED FINANCIAL NETWORK,
      INC.By:
                /s/ Jeffrey
      L. SchultzJeffrey
      L. Schultz - President
  
  7
  FORM
OF EXERCISE
 
 
 Date:
____________________
 
 
 To:           SECURED FINANCIAL NETWORK,
INC.
 100
NE 3rd Ave., Suite 1500,
 Ft.
Lauderdale, FL 33301
 Telecopy
No. 954.337.2835
 
 
 The
undersigned hereby subscribes for 50,000 shares of common stock of SECURED
FINANCIAL NETWORK, INC. covered by this Warrant and hereby delivers $ 2,500 in
full payment of the purchase price thereof. The certificate(s) for such shares
should be issued in the name of the undersigned or as otherwise indicated
below:
 
 
 ____________________________
 Signature:
 
 
 ____________________________
 Printed
Name
 
 
 
 ____________________________
 Name for Registration, if
different
 
 
 ____________________________
 Street Address
 
 ____________________________
 City,
State and Zip Code
 
 ____________________________
 Social
Security Number
 
  8
  
 ASSIGNMENT
 
 
 For Value
Received, the undersigned hereby sells, assigns and transfers unto the
assignee(s) set forth below the within Warrant certificate, together with all
right, title and interest therein, and hereby irrevocably constitutes and
appoints ___________________________________ attorney, to transfer the said
Warrant on the books of the within-named Company with respect to the number of
Common Shares set forth below, with full power of substitution in the
premises.
  Name(s)
      of
                Assignee(s)
              Social
      Security or
                other Identifying
                Number(s) of
                Assignee(s)
              Address
              No.
      of
                Shares
    Dated:
______________________________
  
  _________________________________________
                Signature
                
                NOTICE:
      THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
      UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
      ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
                
                
                _________________________________________
                Print
      Name and Title
   9