Exhibit
10.52


 


		Promissory
    Note	 


 


This
Promissory Note is made as of July 27, 2010, between CoroWare, Inc, a Delaware corporation (COROWARE), whose business address
is 4056 148th Avenue NE, Redmond, WA 98052, and Richard Wynns, whose address is 16048 San Carlos Blvd, Ste 3, Fort
Myers, FL 33908-3328 (the “HOLDER”).


 


	1.	For
                                            value received, COROWARE promises to pay to HOLDER the principal sum of TWENTY FIVE THOUSAND
                                            DOLLARS ($25,000.00 US).



 


Interest
shall accrue from the date of this Promissory Note (NOTE) on the unpaid principal amount at a rate equal to [1.5]% per month, compounded
monthly. Interest on this NOTE shall be calculated on the basis of a 360-day year.


 


This
NOTE is subject to the terms and conditions that are detailed in the remainder of this agreement.


 


	2.	Maturity.
                                            Principal and accrued interest under this NOTE shall be due and payable 180 days from the
                                            date of this NOTE (the “Maturity Date”).



 


	3.	Payment.
                                            All payments shall be made in lawful money of the United States of America at such place
                                            as the parties hereto have designated in writing in accordance with the Escrow and Security
                                            Agreement. Payment shall be credited first to the accrued interest then due and payable and
                                            the remainder applied to principal



 


		3.1.	At
                                            the mutual written consent of COROWARE and HOLDER, repayment of principal and interest may
                                            be issued in CoroWare restricted common stock (COWI.OB) from COROWARE to HOLDER.



 


The
number of shares shall be calculated by using the closing price of the common stock on the date of mutual written consent. Such shares
shall be restricted common stock issued by and governed under Rule 144 under the Securities Exchange Act of 1934.


 


	4.	Prepayment.
                                            This NOTE may be prepaid in whole or in part.



 


	5.	Additional
                                            Consideration. As additional consideration for the Lender, the Company shall, within
                                            10 business days of the date of execution of this agreement, issue to the Lender an amount
                                            of CoroWare common stock (COWI.OB) equivalent to 20% of the Principal. The number of shares
                                            shall be calculated by using the closing price of the common stock on the date of signature.
                                            Such shares shall be restricted common stock issued by and governed under Rule 144 under
                                            the Securities Exchange Act of 1934.



 


	6.	Transfer;
                                            Successors and Assigns. The terms and conditions of this NOTE shall inure to the
                                            benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding
                                            the foregoing, neither the Company nor the Holder may assign, pledge, or otherwise transfer
                                            this NOTE without the prior written consent of the other party, except for transfers to affiliates.
                                            Subject to the preceding sentence, this NOTE may be transferred only upon surrender of the
                                            original NOTE for registration of transfer, duly endorsed, or accompanied by a duly executed
                                            written instrument of transfer in form satisfactory to the Company. Thereupon, a new NOTE
                                            for the same principal amount and interest will be issued to, and registered in the name
                                            of, the transferee. Interest and principal are payable only to the registered holder of this
                                            NOTE.



 




    	Promissory Note Agreement	Page 1	Tuesday, September 13, 2022
	 	 	 
	________________________	 	________________________
	Initials and Date	 	Initials and Date
	COROWARE	 	HOLDER



     


    

 


	7.	Events
                                            of Default. If any of the events specified in this Section 5 shall occur (herein
                                            individually referred to as an “Event of Default”), the Holder may, so long as
                                            such condition exists, declare the entire principal and accrued interest hereon immediately
                                            due and payable, by notice in writing to the Company:



 


		7.1.	Default
                                            in the payment of the principal and accrued interest of this NOTE when due and payable if
                                            such default is not cured by the Company within ten (10) days after the Holder has given
                                            the Company written notice of such default;



 


		7.2.	The
                                            institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or
                                            the consent by it to the institution of bankruptcy or insolvency proceedings against it or
                                            the filing by it of a petition or answer or consent seeking reorganization or release under
                                            the federal bankruptcy laws, or any other applicable federal or state law, or the consent
                                            by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee,
                                            trustee or other similar official of the Company, or of any substantial part of its property,
                                            or the making by it of an assignment for the benefit of creditors, or the taking of corporate
                                            action by the Company in furtherance of any such action;



 


		7.3.	If,
                                            within sixty (60) days after the commencement of an action against the Company seeking any
                                            bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under
                                            any present or future statute, law or regulation, such action shall not have been resolved
                                            in favor of the Company or all orders or proceedings thereunder affecting the operations
                                            or the business of the Company stayed, or if the stay of any such order or proceeding shall
                                            thereafter be set aside, or if, within thurty (30) days after the appointment without the
                                            consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company
                                            or of all or any substantial part of the properties of the Company, such appointment shall
                                            not have been vacated;



 


		7.4.	Failure
                                            by the Company to observe or perform any obligations of the Company to the Holder on or with
                                            respect to any transactions, debts, undertakings or agreements other than the transaction
                                            evidenced by this NOTE; or



 


		7.5.	The
                                            institution of any proceeding for the dissolution or termination of the Company voluntarily,
                                            involuntarily, or by operation of law.



 


	8.	As
                                            long as this NOTE is in Default, then this NOTE shall bear interest (the “Default Interest”)
                                            at the lesser of (i) twenty one percent (21%) per annum compounded annually or (ii) the maximum
                                            rate permitted by law. At the Holder’s election, such Default Interest shall be payable
                                            by the Company in cash or shares of the Company’s Common Stock at a price per share
                                            equal to the then fair market value of such Common Stock, as determined in good faith by
                                            the Company’s Board of Directors.



 


	9.	Governing
                                            Law. This NOTE and all acts and transactions pursuant hereto and the rights and obligations
                                            of the parties hereto shall be governed, construed and interpreted in accordance with the
                                            laws of the State of Washington, without giving effect to principles of conflicts of law.



 




    	Promissory Note Agreement	Page 2	Tuesday, September 13, 2022
	 	 	 
	________________________	 	________________________
	Initials and Date	 	Initials and Date
	COROWARE	 	HOLDER



     


    

 


	10.	Notices.
                                            Any notice required or permitted by this NOTE shall be in writing and shall be deemed sufficient
                                            upon receipt, when delivered personally or by courier, overnight delivery service or confirmed
                                            facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered
                                            mail with postage prepaid, if such notice is addressed to the party to be notified at such
                                            party’s address or facsimile number as set forth below or as subsequently modified
                                            by written notice.



 


	11.	NOTICES.
                                            Any notice, request, authorization, direction, or other communication under this Agreement
                                            shall be deemed given on the day they are (i) deposited in the mail, postage prepaid, certified
                                            or registered, return receipt requested; or (ii) sent by air express courier (e.g., DHL,
                                            Federal Express or Airborne), charges prepaid, return receipt requested; and addressed as
                                            set forth below.



 


	CoroWare,
    Inc.	 	Richard
    Wynns
	1410
    Market Street	 	16048
    San Carlos Blvd, Ste 3
	Kirkland,
    WA 98033	 	Fort
    Myers, FL 33908-3328
	 

    Attention:
	Chief
    Executive Officer	 	 

    Attention:
	 
	Phone:	(800)
    641-2676	 	Phone:	(239)
    466-6455
	Fax:	(800)
    641-2676	 	Fax:	 
	E-Mail:	ceo@coroware.com	 	E-Mail:	hummerdad1@aol.com


 


	12.	Amendments
                                            and Waivers. Any term of this NOTE may be amended only with the written consent of
                                            the Company and the Holder.



 


	13.	Shareholders,
                                            Officers and Directors Not Liable. In no event shall any shareholder, officer or
                                            director of the Company be liable for any amounts due or payable pursuant to this NOTE.



 


	14.	Legal
                                            Costs. Except as otherwise provided in the agreements executed by the parties hereto,
                                            each party agrees to bear its own legal costs in connection with the transactions contemplated
                                            by this NOTE.



 


	15.	Counterparts.
                                            This NOTE may be executed in counterparts, each of which will be deemed to be an original
                                            and all of which together will constitute a single instrument.



 


	16.	ORAL
                                            AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING
                                            PAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.



 




    	Promissory Note Agreement	Page 3	Tuesday, September 13, 2022
	 	 	 
	________________________	 	________________________
	Initials and Date	 	Initials and Date
	COROWARE	 	HOLDER



     


    

 


	COROWARE	 	HOLDER
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	Lloyd Spencer	 	Richard Wynns
	Name (Print)	 	Name (Print)
	 	 	 
	CEO	 	 
	Title	 	 
	 	 	 
	July 27, 2010	 	July 27, 2010
	Effective Date	 	Effective Date


 




    	Promissory Note Agreement	Page 4	Tuesday, September 13, 2022
	 	 	 
	________________________	 	________________________
	Initials and Date	 	Initials and Date
	COROWARE	 	HOLDER