exhibit_10-1.htm


    
      

    
EXHIBIT
    10.1

    PROMISSORY
      NOTE

     

    Fort
      Worth, Texas

     

     

    
      	 $50,000.00	
               June
                11, 2007

            


    

     

     

    Secured
      Financial Network, Inc.(“Borrower”), for value received, hereby promises to pay
      to the order of KFG Financial Services, LLC (“Lender”), at its primary place of
      business at 777 Main Street, Suite 3100, Fort Worth, Texas 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 fifty
      thousand  Dollars ($50,000.00), 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 fourteen percent (14%) per
      annum. Note has be calculated on the basis of actual days elapsed. Based on
      such
      calculations interest shall be paid quarterly on the last day of each quarter,
      March 31, June 30, September 30 and December 31.

     

    Borrower
      shall repay this Note on or before August 11, 2007 or borrower will repay this
      note under the additional items relating to Exhibit A which is attached as
      part
      of this Promissory Note.

     

    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.

     

    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.

     

     

     

    
 

    
      
        
        

      

      
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    KFG
      Financial Note & Amendment A - continued

     

    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.

     

    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 TEXAS, 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:

              Secured
                Financial Network, Inc.


              /s/
                Jeffery
                Schultz                   
                

              Jeffery
                Schultz, President and CEO

            


    

    


    


    


    
      
        
        

      

      
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    KFG Financial Note & Amendment A -
      continued

    EXHIBIT     A

    


    


    


              Borrower
      agrees to repay the Promissory Note dated June 11, 2007 out of the commission
      that it will receive from the Sale of 51% of Bank to Nutmeg Financial Group
      or
      it related parties

    


              Borrower
      agrees upon the funding of this note, to transfer 350,000 Rule 144 shares of
      Secured Financial Network Common Stock to Lender and have said certificate
      sent
      via overnight to the KFG Financial group office.

    


    


             If
      for any reason the Closure of the bank does not close, then borrower and Lender
      agree that the Note will be a 6 month note and will be due and payable on
      December 11, 2007. Interest will be due quarterly. If note is not paid off
      in
      Full by December 11,2007, then lender will have the option to Convert the
      principle of said note into 2,000,000 shares of common stock of SFNL. The
      interest will still be due and payable to Lender.

    


    


    Agreed
      to
      By:

    


    Secured
      Financial Network, Inc.

    


    


    


    


    /s/
      Jeffery
      Schultz                   


    Jeffery
      Schultz,

    President
      and CEO

    


    


    


    


     


    /s/
      KFG Financial Services,
      LLC.           


    KFG
      Financial Services, LLC.

     

     

     

     

     

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