ex_102-80107.htm


    
      Exhibit
        10.2

       

      PROMISSORY
        NOTE

      


      DATE:
        May
        19, 2007

      


      1.
        BORROWER’S PROMISE TO PAY

      


      In
        return
        for a loan that I have received, I promise to pay Ten thousand four hundred
        and
        ninety one dollars and 00/100 (U.S. 10,491.00) (this amount
        will be called “principal”), plus interest, to the order of the Lender. The
        Lender is Tedom Capital,
        Inc. I understand that the Lender may transfer this Note. The Lender
        or
        anyone who takes this Note and who is entitled to receive payments under
        this
        Note will be called the “Note Holder”.

      


      2.
        INTEREST

      


      I
        will
        pay interest at an annual rate of 10.7 %. Interest will be
        charged on unpaid principal beginning on July 1, 2007, and will continue until the
        full
        amount of principal has been paid. Interest shall continue to accrue at this rate after
        the
        maturity or default of this loan.

      


      3.
        PAYMENTS

      


      I
        will
        pay principal and interest by making payments each month in the sum of U.S. $ 177.98 (“monthly
        payments”).

      


      I
        will
        make my monthly payments on the FIRST day of each month beginning on July 1, 2007.

      


      I
        will
        make monthly payments every month until I have paid all of the principal
        and
        interest and any other fees or charges, described below, that I may owe under
        this Note. If, on July 1,
        2014, any sum still remains unpaid, I will pay what I owe in full on that
        date. All monthly payments received by Note Holder shall be applied first
        to
        accrued interest and the remainder, if any, to the principal.

      


      If
        I owe
        the Note Holder any late charges, or other fees or charges (“other charges”),
        they will be payable upon demand of the Note holder. Unless prohibited by
        law,
        the application of payments may be affected by the imposition of other charges.
        Therefore, payments of other charges, whether paid to the Note Holder in
        addition to the monthly payment or separately, will be applied in a manner
        at
        the absolute discretion for the Note Holder, subject to applicable
        law.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      I
        will
        make my monthly payments at 410
        Wilshire Blvd., #183, Santa Monica, CA 90401.

      


      4.
        BORROWER’S FAILURE TO PAY AS REQUIRED

      


      (A)
        Late Charge for Overdue Payments

      


      If
        the
        Note Holder has not received the full amount of any of my monthly payments
        by
        the end of 10 calendar days after the date it is due, I will promptly pay
        a late
        charge to the Note Holder. The amount of the charge will be 15 % of my full monthly
        payment, which is $27.00. I will pay this
        late
        charge only once on any late monthly payment.

      


      (B)
        Notice from Note Holder

      


      If
        I do
        not pay the full amount of each monthly payment on time, the Note Holder
        may
        send me a written notice telling me that if I do not pay the overdue amount
        by a
        certain date I will be in default. That date must be at least 10 days after
        the
        date on which the notice is mailed to me or, if it is not mailed, 10 days
        after
        the date on which it is delivered to me.

      


      (C)
        Default

      


      If
        I do
        not pay the overdue amount by the date stated in the notice described in
        (B)
        above, I will be in default. If I am in default, the Note Holder may require
        me
        to pay immediately the full amount of principal, which has not been paid,
        and
        all the interest that I owe on the amount.

      


      Even
        if,
        at a time when I am in default, the Note Holder does not require me to pay
        immediately in full as described above, the Note Holder will still have the
        right to do so if I am in default at a later time.

      


      (D)
        Payment of Note Holder’s Cost and Expenses

      


      If
        the
        Note Holder has required me to pay immediately in full as described above, the Note Holder
        will
        have the right to be paid back for all of its costs and expenses to the extent not prohibited
        by
        applicable law. Those expenses include, for example, reasonable attorneys’ fees,
        foreclosure fees and court costs.

      


      (E)
        Check Collection Charges

      


      If
        I
        present the Note Holder with a check, negotiable order of withdrawal, share
        draft or other instrument in payment is returned or dishonored for any reason;
        I
        will pay a check collection charge to the Note Holder. The amount of the
        charge
        will not be greater than U.S. $ 15.00.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.
        BORROWER’S PAYMENT BEFORE THEY ARE DUE

      


      Subject
        to the application of payments described in Section 3, I have the right to
        make
        payments of principal at any time before they are due. A prepayment of all
        of
        the unpaid principal is known as a “full prepayment.” A prepayment of only part
        of the unpaid principal is know as a “partial prepayment.”

      


      I
        may
        make a full prepayment or a partial prepayment without paying any
        penalty. If
        I make
        a partial prepayment equal to one or more of my monthly payments, my due
        date
        may be advance no more than one month. If I make any other partial prepayment,
        I
        must still make each later payment as it becomes due and in the same amount.
        I
        may make a full prepayment at any time.

      


      6.
        BORROWER’S WAIVERS

      


      I
        waive
        my right to require the Note Holder to do certain things. Those things are:
        (A)
        to demand payment of amounts due (known as “presentment”); (B) to give notice
        that amounts due have not been paid (known as “notice of dishonor”); (C) to
        obtain an official certification of nonpayment (known as “protest”). Anyone else
        who agrees to keep the promises made in this Note, or who agrees to make
        payments to the Note Holder if I fail to keep my promises under this Note,
        or
        who signs this Note to transfer it to someone else, also waives these rights.
        These persons are known as “guarantors”, “sureties” and
“endorsers.”

      


      No
        failure, delay or course of dealing on the part of the Note Holder in exercising
        any right, power or privilege under this Note shall operate as a waiver thereof,
        nor shall any single or partial exercise of any right, power or privilege
        hereunder preclude the simultaneous or later exercise of any other right,
        power
        or privilege hereunder.

      


      The
        rights and remedies herein expressly provided are cumulative and not exclusive
        of any rights or remedies which the Note Holder may otherwise have.

      


      7.
        GIVING OF NOTICES

      


      Unless
        applicable law requires a different method, any notice that must be given
        to me
        under this Note will be given by delivering it or by mailing it by first
        class
        mail addressed to me at __________________________. A notice will be delivered
        or mailed to me at a different address if I give the Note Holder a notice
        of my
        different address.

      


      Any
        notice that must be given to the Note Holder under this Note will be given
        by
        mailing it by first class mail to the Note Holder at the address stated in
        Section 3. A notice will be mailed to the Note Holder at a different address
        if
        I am given a notice of that different address.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      8.
        RESPONSIBILITY OF PERSONS UNDER THIS NOTE

      


      If
        more
        than one person signs this Note, each of us is fully and personally obligated
        to
        pay the full amount owed and to keep all of the promises made in this Note.
        Any
        guarantor, surety, or endorser of this Note (as described in Section 7 above)
        is
        also obligated to do these things. The Note Holder may enforce its rights
        under
        this note against each of us individually or against all of us together.
        This
        means that any one of us may be required to pay all of the amounts owed under
        this Note. Any person who takes over my rights or obligations under this
        Note
        will have all of my rights and must keep all of my promises made in this
        Note.
        This Note is intended by Lender and me as a complete and exclusive statement
        of
        its terms, there being no conditions to the enforceability of this Note.
        This
        Note May not be supplemented or modified except in a writing signed by the
        Note
        Holder and me. This Note benefits Lender, its successors and assigns, and
        binds
        me and my heirs, personal representatives and assigns.

      


      NOTICE
        TO BORROWER

      Do
        not sign this Note if it contains blank spaces.

      All
        Spaces should be completed before you sign.

      


      


      _______________________________

      


      


      State
        of
        California

      


      County
        of
        _______________

      


      Signed
        or
        attested before me on (date) by (name[s] of person[s]).

      


      ____________________________

      (Signature
        of notarial official)

      


      ____________________________

      Title
        (and Rank)

      


      My
        commission expires: ___________________