ex10-2.htm


     

    EXHIBIT
10.2

    


    PROMISSORY
NOTE

    


    
      	
              US
      $225,000

            	
              June
      18, 2008

            


    

    


    


    FOR VALUE RECEIVED, the
undersigned, Epazz, Inc., an Illinois corporation ("Maker"), hereby promises to
pay to the order of Arthur A. Goes ("Payee"), the principal sum of two hundred
twenty-five thousand dollars ($225,000), in lawful money in United States of
America, which shall be legal tender, bearing interest and payable as provided
herein.  This Promissory Note (this “Note” or “Promissory Note”) has
an effective date of June 18, 2008.  This Note is an Exhibit to the
Stock Purchase Agreement by and between various parties, including Maker and
Payee, dated as of the date hereof, the terms of which are incorporated
herein.

    


    
      	
              1.

            	
              Interest
      on the unpaid balance of this Note shall bear interest at the rate of
      seven percent (7%) per annum, which interest shall accrue from the
      effective date until the Maturity Date (as defined below), unless prepaid
      prior to such Maturity Date. All past-due principal and interest (which
      failure to pay such amounts after a fifteen (15) day cure period, shall be
      defined herein as an “Event of Default”) shall bear interest at the rate
      of twelve percent (12%) per annum until paid in full (the “Default
      Interest Rate”), with it being understood that Maker shall have two
      additional fifteen day cure periods during the term of the Note resulting
      in two thirty (30) day cure periods before an Event of Default
      occurs.  Upon an Event of Default, Payee may declare the entire
      amount of this Note immediately due and payable.  Interest will
      be computed on the basis of a 360-day
year.

            


    

    


    
      	
              2.

            	
              The
      principal amount of this Note shall be due and payable on June 18, 2011
      (the “Maturity Date”).

            


    

    


    
      	
              3.

            	
              The
      payment of this Note is secured by a security interest in all of the
      tangible and intangible assets of Desk Flex, Inc. and Professional
      Resource Management, Inc. (the “Companies” and the “Collateral”) and the
      outstanding stock of both of the Companies.  The amount due
      under this Note shall be secured by a UCC financing statement filed by the
      Payee stating that such Note is secured by the
  Collateral.

            


    

    


    
      	
              4.

            	
              This
      Note shall be payable in monthly installments of $6,947.35, with the first
      such Monthly Payment due on September 18, 2008, until such time as this
      Note is paid in full.  Provided however that if the total amount
      due under the Note is less than any Monthly Payment, the Maker shall only
      be obligated to pay the remaining balance of the Note. Monthly Payments
      shall be due and payable by Maker to Payee until such time as the Note has
      been repaid in full, at which time the Maker shall no longer be required
      to make Monthly Payments, and Maker’s obligations under this Note shall be
      completed in full.

            


    

    


    
      	
              5.

            	
              This
      Note may be prepaid in whole or in part, at any time and from time to
      time, without premium or penalty.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
              6.

            	
              If
      any payment of principal or interest on this Note shall become due on a
      Saturday, Sunday or any other day on which national banks are not open for
      business, such payment shall be made on the next succeeding business
      day.

            


    

    


    
      	
              7.

            	
              This
      Note shall be binding upon and inure to the benefit of the Payee named
      herein and Payee’s respective successors and assigns.  Each
      holder of this Note, by accepting the same, agrees to and shall be bound
      by all of the provisions of this Note.  Payee may assign this
      Note or any of its rights, interests or obligations to this Note without
      the prior written approval of
Maker.

            


    

    


    
      	
              8.

            	
              No
      provision of this Note shall alter or impair the obligation of Maker to
      pay the principal of and interest on this Note at the times, places and
      rates, and in the coin or currency, herein
  prescribed.

            


    

    


    
      	
              9.

            	
              The
      Maker will do or cause to be done all things reasonably necessary to
      preserve and keep in full force and effect its corporate existence, rights
      and franchises and comply with all laws applicable to the Maker, except
      where the failure to comply could not reasonably be expected to have a
      material adverse effect on the Maker. Failure to comply with this
      provision shall constitute an Event of
Default.

            


    

    


    
      	
              10.

            	
              Notwithstanding
      anything to the contrary in this Note or any other agreement entered into
      in connection herewith, whether now existing or hereafter arising and
      whether written or oral, it is agreed that the aggregate of all interest
      and any other charges constituting interest, or adjudicated as
      constituting interest, and contracted for, chargeable or receivable under
      this Note or otherwise in connection with this loan transaction, shall
      under no circumstances exceed the Maximum
Rate.

            


    

    


    
      	
              11.

            	
              In
      the event the maturity of this Note is accelerated by reason of an Event
      of Default under this Note, any other agreement entered into in connection
      herewith or therewith, or by voluntary prepayment by Maker or otherwise,
      then earned interest may never include more than the Maximum Rate
      allowable by law, computed from the dates of each advance of the loan
      proceeds outstanding until payment.  If from any circumstance
      any holder of this Note shall ever receive interest or any other charges
      constituting interest, or adjudicated as constituting interest, the
      amount, if any, which would exceed the Maximum Rate shall be applied to
      the reduction of the principal amount owing on this Note, and not to the
      payment of interest; or if such excessive interest exceeds the unpaid
      balance of principal hereof, the amount of such excessive interest that
      exceeds the unpaid balance of principal hereof shall be refunded to
      Maker.  In determining whether or not the interest paid or
      payable exceeds the Maximum Rate, to the extent permitted by applicable
      law (i) any nonprincipal payment shall be characterized as an expense, fee
      or premium rather than as interest; and (ii) all interest at any time
      contracted for, charged, received or preserved in connection herewith
      shall be amortized, prorated, allocated and spread in equal parts during
      the period of the full stated term of this Note.  The term
      "Maximum Rate" shall mean the maximum rate of interest allowed by
      applicable federal or state law.

            


    

    


    
      	
              12.

            	
              Except
      as provided herein, Maker and any sureties, guarantors and endorsers of
      this Note jointly and severally waive demand, presentment, notice of
      nonpayment or dishonor, notice of intent to accelerate, notice of
      acceleration, diligence in collecting, grace, notice and protest,
      and consent to all extensions without notice for any period or periods of
      time and partial payments, before or after maturity, without prejudice to
      the holder.  The holder shall similarly have the right to deal
      in any way, at any time, with one or more of the foregoing parties without
      notice to any other party, and to grant any such party any extensions of
      time for payment of any of said indebtedness, or to grant any other
      indulgences or forbearance whatsoever, without notice to any other party
      and without in any way affecting the personal liability of any party
      hereunder.  If any efforts are made to collect or enforce this
      Note or any installment due hereunder, the undersigned agrees to pay all
      collection costs and fees, including reasonable attorney's
      fees.

            


    

    
    

     

     

     

     

     

     

     

    
      
        
        

      

      
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              13.

            	
              A
      copy of this Promissory Note signed by one party and faxed to another
      party shall be deemed to have been executed and delivered by the signing
      party as though an original.  A photocopy of this Promissory
      Note shall be effective as an original for all
  purposes.

            


    

    


    
      	
              14.

            	
              This
      Note shall be construed and enforced under and in accordance with the laws
      of the State of Illinois, without regard to choice-of-law rules of any
      jurisdiction.

            


    

    


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

    


    
      
        	 
      	
                Epazz,
      Inc.

              
	 
      	 
      
	 
      	 
      
	 
      	
                /s/ Shaun
      Passley        
      06/18/08

              
	 
      	
                Shaun
      Passley

              
	 
      	
                Chief
      Executive Officer

              
	 
      	 
      


      



     

     

     

     

     

    
 

    
      
        
        

      

      
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