Unassociated Document


    Exhibit
      10.2

    SECURED
      PROMISSORY NOTE

    


    
      	
              $650,000.00

            	
              Columbia,
                South Carolina

            
	 	
              January
                18, 2008

            


    

    


    FOR
      VALUE RECEIVED,
      the
      undersigned ("Maker") promises to pay to the order of VersusLaw, Inc. ("Payee"),
      the principal sum of Six Hundred Fifty Thousand Dollars ($650,000.00), all
      as
      hereinafter provided and upon the following agreements, terms and
      conditions:

    


    Payment.
      Maker
      shall pay all principal outstanding under this Secured Note on or before the
      18th day of February 2008 (the "Maturity Date"), at which time all sums then
      owing hereon or evidenced hereby, if not sooner paid, shall be due and payable
      in full. All payments shall be payable in lawful money of the United States
      of
      America which shall be the legal tender for public and private debts at the
      time
      of payment. All payments shall be made to the holder hereof at 8383
      158th
      Ave NE,
      Suite 250, Redmond, WA 98052, or at such other place as the holder hereof may
      specify in writing from time to time. Whenever any payment to be made hereunder
      shall be due on a day other than a business day, such payment shall be made
      on
      the next succeeding business day, and such extension of time shall in such
      case
      be included in the computation of the payment of interest. The term "business
      day" as used herein shall mean any day other than a Saturday, Sunday or a public
      holiday or the equivalent for banks generally under the laws of the State of
      Washington.

    


    Definitions.
      All
      terms used herein that are identified in the State of Washington Uniform
      Commercial Code (the "Code") shall have the same meaning herein unless otherwise
      indicated. 

    


    Default
      Interest.
      All
      sums which are and which may become owing hereon and not paid by Maker at the
      Maturity Date shall bear interest from time to time, from the Maturity Date
      until paid, at the rate of eighteen percent (18%) per annum (the "Default
      Rate"). 

    


    Prepayment.
      Maker
      may at any time prepay the unpaid principal balance hereof.

    


    Security
      Agreement.
      As
      security for the payment of the obligations under this Secured Note, including
      the costs and expenses of enforcement and collection as described below, Maker
      hereby grants to Payee, a security interest in all of Debtor’s right, title and
      interest in and to the following property (the “Collateral”), whether now owned
      or at any time hereafter acquired by Maker: all of Maker’s Accounts Receivables
      and all proceeds and products of any and all of the foregoing, including all
      cash and non-cash proceeds thereof. This Secured Note and the sums evidenced
      hereby are secured by the Collateral. 

    


    In
      the
      event of a default hereunder, Payee shall have all remedies provided by law;
      and
      without limiting the generality of the foregoing, shall be entitled as follows:
      (a) Maker agrees to put Payee in possession of the Collateral on demand; (b)
      Maker agrees that a period of five (5) 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    days
      from
      the time notice is sent, by first class mail or otherwise, shall be a reasonable
      period of notification of a sale or other disposition of the Collateral; (c)
      Maker agrees that any notice or any other communication by Payee to Maker shall
      be sent to the mailing address of Maker stated in the License Agreement; (d)
      Maker agrees to pay on demand the amount of all expenses reasonably incurred
      by
      Maker in protecting or realizing on the Collateral. In the event that this
      Secured Note or any obligation secured by it is referred to an attorney for
      collection of amounts due under the Secured Note, protecting or defending the
      priority of Payee’s interest or for collection or realization procedures, Maker
      agrees to pay a reasonable and actually incurred attorney’s fee, including fees
      incurred in both trial and appellate courts, or fees incurred without suit,
      and
      expenses of title search and all court costs and costs of public officials.
      The
      sums agreed to be paid in this subparagraph shall be secured hereby. If Payee
      disposes of the Collateral, Debtor agrees to pay any deficiency remaining after
      application of the net proceeds to any indebtedness secured hereby.

    


    Maker
      agrees that from time to time at its expense, Maker will execute and deliver
      all
      further instruments and take all further action as may be requested by Payee
      and
      are otherwise commercially reasonable to perfect and protect any security
      interest granted hereby or enable Payee to exercise its rights and remedies
      hereunder with respect to any of the Collateral. Without limiting the generality
      of the foregoing, Maker irrevocably authorizes Payee at any time and from time
      to time to execute on behalf of Maker as debtor and to file such financing
      statements as Payee in its sole discretion deems necessary or desirable to
      perfect and maintain the perfection of Payee’s security interest in the
      Collateral. 

    


    Default;
      Attorneys’ Fees and Other Costs and Expenses.
      In the
      event of any default, at the option of the holder hereof, all sums owing and
      to
      become owing hereon shall become immediately due and payable and shall bear
      interest thereafter at the Default Rate. A "default" shall mean: (i) any failure
      to pay any sum owing under this Secured Note when due; or (ii) the failure
      to
      perform or comply with any of the agreements, terms and conditions of this
      Secured Note. Any judgment recovered by the holder hereon shall bear interest
      at
      the Default Rate, not to exceed, however, the highest rate then permitted by
      applicable law on such judgment. Maker agrees that the venue of any action
      hereon may be laid in King County, State of Washington, at the option of the
      holder hereof.

    


    No
      Waiver.
      Acceptance by the holder of partial or delinquent payments or the failure of
      the
      holder to exercise any right hereunder shall not waive any obligation of Maker
      or right of the holder, or modify this Secured Note, or waive any other similar
      default.

    


    Applicable
      Law.
      This
      Secured Note shall be governed by, and construed in accordance with, the laws
      of
      the State of Washington.

    


    Termination
      of Security Interest.
      Payee
      hereby agrees that it shall cooperate to the extent necessary to cause the
      termination and release of Payee’s security interest and any and all financing
      statements or other filings made of public record upon and coincident with
      Maker’s satisfaction of its payment obligations under this Secured
      Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Counterparts.
      This Secured Note may be executed in any number of counterparts, each of which
      so executed shall be deemed an original, but all such counterparts together
      constitute but one and the same instrument.

     

    
      	 	 	 
	 	COLLEXIS
              HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ William
              D.
              Kirkland                                        
               
	 	
              William
                D. Kirkland

              President
                & CEO

            
	 	 


    

     

    


    ACCEPTED
      AND AGREED

    


    For
      and
      on behalf of VersusLaw, I hereby agree to 

    the
      terms
      of this Secured Note this 18th day of January 2008.

    


    


    
      	
              By:
                

            	
              /s/
                Joseph
                Acton                                           

            	 
	 	
              Joseph
                Acton

            	 
	 	
              President
                & CEO