PROMISSORY NOTE


 


(The One Group)


 


New York, New York


$300,000.00


As of October 1, 2009


 


FOR
VALUE RECEIVED, THE ONE GROUP, LLC, a Delaware limited liability company, having an address at 411 West 14th Street,
Suite 200, New York, New York 10014 (hereinafter referred to as "Maker"), promises to pay to the order of TALIA
LTD, a Jersey Island company (hereinafter referred to as "Payee"), at 1 Hastings Road, St. Helier, Jersey, Channel
Isles or at such other place as the holder hereof may from time to time designate in writing, the principal sum of THREE
HUNDRED THOUSAND AND 00/100 DOLLARS ($300,000.00), in lawful money of the United States of America, at the place
and in the manner hereinafter provided, with interest thereon to be computed from the date of this promissory note (the
"Note") on the outstanding principal balance of this Note (hereinafter referred to as the "Principal
Balance") at the rate of twenty percent (20.00%) per annum. Such Principal Balance and all accrued and unpaid interest
and other charges thereon, shall be due and payable in full on November 1, 2011 or immediately upon the occurrence of an
Event of Default (as hereinafter defined), whichever is sooner (hereinafter the "Maturity Date"). Interest shall be
computed and shall accrue using the actual number of days elapsed for the relevant payment period, based on 360-day year.


 


ARTICLE 1: PAYMENTS


 


This Note shall be repaid as follows:


 


1.         As noted above, interest shall accrue at
the rate of twenty percent (20.00%) per armum, which shall be repaid in full as follows:


 


(A) half of the interest (i.e. interest at a
rate of I10% per annum) shall be paid by Maker in eight (8) consecutive, quarterly (i.e. on December 31, March 31, June 30,
and September 30 of each year), fixed payments of interest only, in arrears, in the amount of Seven Thousand Five Hundred and
00/100 Dollars ($7,500.00); and


 


(B) all remaining interest shall be repaid to Payee
in full on the Maturity Date.


 


2.          Notwithstanding
the foregoing, the entire unpaid Principal Balance of this Note, together with all accrued and unpaid interest and other charges
due under this Note, shall be due and payable in full on the Maturity Date.


 






    	-1-



    	 



    

 


ARTICLE 2: DEFAULT INTEREST


 


  Maker does hereby agree that upon the failure of
Maker to pay the Principal Balance in full when due, Payee shall be entitled to receive and Maker shall pay interest on the
entire Principal Balance at the rate of twenty four percent (24%) or at the maximum rate of interest which Maker may by law pay,
whichever is lower (the "Default Rate"), to be computed from the date of demand, until the actual receipt and
collection of the Principal Balance. This charge shall be added to the Principal Balance. This clause, however, shall not be construed
as an agreement or privilege to extend the date of the payment of the Principal Balance, nor as a waiver of any other right or
remedy accruing to Payee by reason of the occurrence of any Event of Default.


 


  The
entire Principal Balance of this Note, together with all accrued interest and other charges thereon, and all other expenses, including,
but not limited to, reasonable attorneys' fees and expenses incurred by Payee in collecting or enforcing payment hereof (whether
or not suit is brought) shall, upon written notice from Payee, immediately become due and payable, and this Note shall be accelerated
(i) if Maker shall fail to make any payment hereunder within ten (I0) days after the due date thereof (except that there shall
be no grace period if the Principal Balance shall not be paid in full on the Maturity Date) or (ii) if the Principal Balance has
not been paid in full on the Maturity Date (each, an "Event of Default"). In addition, Payee may sue on this Note, foreclose
any liens securing this Note and pursue any and all other remedies available to Payee at law or in equity, or pursue any combination
of the above, all remedies hereunder being cumulative. Payee shall be entitled to collect all expenses incurred in pursuing the
remedies provided hereunder, including, but not limited to, reasonable attorneys' fees.


 


ARTICLE 4: PREPAYMENT


 


  Maker
may prepay the Principal Balance, in whole or in part, without additional penalty or premium.


 


ARTICLE 5: SAVINGS
CLAUSE


 


  This
Note is subject to the express condition that at no time shall Maker be obligated or required to pay interest on the Principal
Balance due hereunder at a rate which could subject Payee to either civil or criminal liability as a result of being in excess
of the maximum interest rate which Maker is permitted by applicable law to contract or agree to pay. If by the terms of this Note,
Maker is at any time required or obligated to pay interest on the Principal Balance due hereunder at a rate in excess of such maximum
rate, the applicable interest rate payable hereunder shall be deemed to be immediately reduced to such maximum rate and all previous
payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the
interest due hereunder.


 


ARTICLE 6: NO ORAL
CHANGE


 


  This
Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act
on the part of Maker or Payee, but only by an agreement in writing signed by the party against whom enforcement of any modification,
amendment, waiver, extension, change, discharge or termination is sought.


 






    	-2-



    	 



    




 


ARTICLE 7: JOINT
AND SEVERAL LIABILITY


 


  If
Maker consists of more than one person or party, the obligations and liabilities of each snch person or party shall be joint and
several.


   


ARTICLE 8: WAIVERS


 


  Maker
and all others who may become liable for the payment of all or any part of the Principal Balance do hereby severally waive presentment
and demand for payment, notice of dishonor, protest and notice of protest and non-payment. No release of any security for the Principal
Balance or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any
provision of this Note, the Mortgage made by agreement between Payee and any other person or party shall release, modify, amend,
waive, extend, change, discharge, terminate or affect the liability of Maker, and any other who may become liable for the payment
of all or any part of the Principal Balance, under this Note.


 


ARTICLE 9: AUTHORITY


 


  Maker
represents that Maker has full power, authority and legal right to execute and deliver this Note, and that this Note constitutes
a valid and binding obligation of Maker.


 


ARTICLE 10: TRANSFER


 


  Payee
shall have the right to transfer, sell and assign this Note and the obligations hereunder. All references to "Payee"
hereunder shall be deemed to include the assigns of Payee.


 


ARTICLE 11: GOVERNING
LAW


 


  This
Note shall be governed by the laws of the State of New York and the applicable laws of the United States of America.


 


ARTICLE 12: WAIVER
OF TRIAL BY JURY


 


  MAKER
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THIS NOTE, THE APPLICATION FOR THE LOAN
EVIDENCED BY THIS NOTE OR ANY ACTS OR OMISSIONS OF PAYEE, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.


 


ARTICLE 13: COUNSEL
FEES


 


      In the event that it should become necessary for
Payee to employ counsel to collect the Principal Balance or to protect or foreclose the security therefore or to otherwise
enforce its rights and remedies under this Note, Maker also agrees to pay all reasonable fees and expenses of Payee,
including, without limitation, reasonable attorneys' fees for the services of such counsel whether or not suit be
brought.


 






    	-3-



    	 



    

 


ARTICLE 14: BUSINESS,
COMMERCIAL OR INVESTMENT PURPOSES


 


  Maker represents that the
Loan evidenced by this Note is being made solely for business, commercial or investment purposes.


 


ARTICLE 15: RECOURSE


 


  This Note is full recourse
to Maker, and Payee shall have recourse to Maker to the fullest extent provided by law upon any action to enforce the obligations
of Maker under this Note.


 


[NO FURTHER TEXT ON
THIS PAGE]


 






    	-4-



    	 



    

 


IN
WITNESS WHEREOF, Maker has duly executed this Note the day and year first above written.


 








	 	MAKER	 
	 	 	 
	 	THE ONE GROUP, LLC	 
	 	 	 
	 	By:	




	 
	 		Robert Kurtz	 
	 		Chief Financial Officer