Exhibit
10.2


 


IT
IS EXPRESSLY UNDERSTOOD AND AGREED THAT THIS NOTE MAY REQUIRE A “BALLOON” PAYMENT OF ALL UNPAID PRINCIPAL AND ACCRUED BUT
UNPAID INTEREST ON THE MATURITY DATE. THE UNPAID PRINCIPAL INDEBTEDNESS EVIDENCED BY THIS NOTE IS PAYABLE IN FULL AT MATURITY. MAKER
MUST REPAY THE ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND ACCRUED BUT UNPAID INTEREST THEN DUE. PAYEE IS UNDER NO OBLIGATION TO
REFINANCE THIS NOTE AT THAT TIME.


 


CAPTEX
BANK


 


PROMISSORY
NOTE


 





	$4,618,960.00	October 25, 2022



 


FOR
VALUE RECEIVED, the undersigned, ADM ENDEAVORS, INC., a Nevada corporation, and JUST RIGHT PRODUCTS, INC., a Texas corporation
(together, the “Maker”), jointly and severally, promise to pay to the order of CAPTEX BANK, a Texas banking
association (“Payee”) the maximum stated principal sum of Four Million Six Hundred Eighteen Thousand Nine Hundred
Sixty and No/100 Dollars ($4,618,960.00), or so much as may be advanced hereunder, on demand, or if not sooner demanded, then at or before
the maturity of this Note, with interest on the unpaid balance outstanding from time to time at the rate or rates specified below, both
principal and interest payable as provided below in lawful money of the United States of America at the address of Payee set forth below
or at such other place as from time to time may be designated by the holder of this Note.


 


I.
Interest Rates and Payments


 


Prior
to default or maturity, the unpaid principal of this Note from time to time outstanding shall initially bear interest at the fixed rate
(“Rate”) of interest per annum equal to five and one-half percent (5.50%). On October 25, 2027 (“Rate Adjustment
Date”), the rate shall be adjusted to the daily rate reported in the Credit Markets section (or similar section) of The
Wall Street Journal as the U.S. “Prime Rate” (“Index”), as announced from time to time, without notice
to Maker, plus one percent (1.00%) (the sum being the “Adjusted Rate”); provided that in no event shall
the Rate or Adjusted Rate exceed the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Maximum
Rate”). All interest accruing under this Note shall be calculated on the basis of a 360-day year applied to the actual number
of days elapsed.


 


Initially,
monthly payments of accrued and unpaid interest shall commence on November 25, 2022 and continue on the same date of each succeeding
calendar month through and including April 25, 2024 (“Conversion Date”). Thereafter, monthly principal and interest
(“Payments”) in the amount of $26,458.87, which is an amount necessary to amortize the stated principal balance, at
the initial Rate, over a 300-month period (the “Amortization Period”), shall be due and payable on May 25, 2024 and
continuing thereafter on the same date of each succeeding calendar month through and including October 25, 2032 (“Maturity Date”),
on which date all unpaid principal of and accrued interest on this Note shall be due and payable, which shall be a balloon payment. Following
the Rate Adjustment Date, the Payments shall be adjusted to an amount necessary to amortize the then remaining principal amount, at the
Adjusted Rate, over the remaining term of the Amortization Period. Payments shall be applied first to accrued but unpaid interest on
the Note, and then to principal thereunder. Any payment received later that ten (10) days from the due date thereof must be accompanied
by a late fee payment in the amount of five percent (5%) of the amount of such monthly payment.


 


All
principal and interest which is matured or otherwise past due under this Note shall bear interest at the Maximum Rate, or, if no such
rate is designated under applicable law, at the rate of eighteen percent (18%) per annum.


 




    	PROMISSORY NOTE
ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.
	Page 1  




    	 



    

 


Maker
shall have the right to prepay, without penalty, at any time and from time to time prior to maturity, all or any part of the unpaid principal
balance of this Note and all or any part of the unpaid interest accrued to the date of such prepayment, provided that any such principal
thus paid is accompanied by accrued interest on such principal. Any partial prepayments of principal shall be applied to installments
thereof in the inverse order of maturity. Advances hereunder shall be in accordance with the Construction Loan Agreement (“Loan
Agreement”) of even date herewith between Maker and Payee. Amounts advanced hereunder and repaid shall not be available
to be drawn again.


 


II.
Security


 


This
Note is secured by, among other documents and collateral, a (i) two (2) Deeds of Trust and (ii) Third-Party Second Lien Deed of Trust
(collectively, the “Deed of Trust”) of even date herewith in favor of MIKE R. THOMAS, Trustee, to which Deed
of Trust reference is made for a description of the property covered thereby and the nature and extent of the rights and powers of the
holder of this Note in respect of such property.


 


III.
Right to Accelerate Upon Default


 


In
addition to the demand feature herein, the holder of this Note shall have the option of declaring the principal balance hereof and the
interest accrued hereon to be immediately due and payable upon the failure of Maker to pay any installment of the principal of or interest
on this Note when due or upon the occurrence of a default specified in the Deed of Trust, the Loan Agreement, or in any other document
securing or evidencing the obligations established by this Note (this Note, the Deed of Trust, the Loan Agreement, and any such other
documents are called the “Loan Documents” below).


 


IV.
Waiver of Conditions and Defenses to Liability


 


Maker
and any other party who is or becomes liable to pay all or any part of this Note, or who grants any lien or security interest to secure
all or any part of this Note (each called an “other liable party” below), including but not limited to any drawer,
acceptor, endorser, guarantor, surety or accommodation party, severally waive presentment for payment, demand, notice of demand and of
dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, protest and notice of protest, diligence
in collecting, and the bringing of suit against any other party.


 


Further,
Maker and any other liable party severally waive any notice of or defense based upon any agreement or consent of the holder of this Note
made or given from time to time, before or after maturity, to any of the following, unless such agreement is reduced to writing and executed
by the holder of the Note: the acceleration, renewal or extension of this Note; a change in the time or manner of payments required by
this Note; a change in the rates of interest specified in this Note; acceptance or surrender of security; a substitution of security
or subordination, amendment or release of security; an addition or release of any other liable party; changes of any sort whatever in
the terms of payment of this Note or in the manner of doing business with Maker; and any settlement or compromise with Maker or any other
liable party on such terms as the holder of this Note may deem appropriate in its sole and absolute discretion.


 


The
holder of this Note may apply all moneys received from Maker or others, or from any security (whether held under a security instrument
or not), in such manner upon the indebtedness evidenced or secured by any Loan Documents (whether then due or not) as such holder may
determine to be in its best interest, without in any way being required to marshal assets or to apply all or any part of such moneys
upon any particular part of such indebtedness. The holder of this Note is not required to retain, hold, protect, exercise due care with
respect to, perfect security interests in or otherwise assure or safeguard any security for this Note, and no failure by the holder of
this Note to do any of the foregoing and no exercise or failure to exercise by such holder of any other right or remedy shall in any
way affect any of Maker’s or any other liable party’s obligations hereunder or under other Loan Documents or affect any security
or give Maker or any other liable party any recourse against the holder of this Note.


 




    	PROMISSORY NOTE
ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.
	Page 2  




    	 



    

 


V.
Usury Savings Provision


 


It
is the intent of Maker and Payee in the execution of this Note and all other Loan Documents to contract in strict compliance with applicable
usury law. In furtherance thereof, Maker and Payee stipulate and agree that none of the terms and provisions contained in this Note,
or in any other instrument executed in connection herewith, shall ever be construed to create a contract to pay for the use, forbearance
or detention of money, or interest at a rate in excess of the Maximum Rate. Neither Maker nor any guarantors, endorsers or other parties
now or hereafter becoming liable for payment of this Note shall ever be obligated or required to pay interest on this Note at a rate
in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Note and any other
Loan Documents now or hereafter executed which may be in apparent conflict herewith. Payee expressly disavows any intention to charge
or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of this
Note shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a
result thereof the interest received for the actual period of existence of the loan evidenced by this Note exceeds the applicable maximum
lawful rate, the holder of this Note shall credit the amount of such excess against the principal balance of this Note then outstanding
and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest;
provided, however, that if the principal hereof has been paid in full, such excess shall be refunded to Maker. If the holder of this
Note shall receive money (or anything else) which is determined to constitute interest and which would increase the effective interest
rate on this Note or the other indebtedness secured by the Loan Documents to a rate in excess of that permitted by applicable law, the
amount determined to constitute interest in excess of the lawful rate shall be credited against the principal balance of this Note then
outstanding or, if the principal balance has been paid in full, refunded to Maker, in which event any and all penalties of any kind under
applicable law as a result of such excess interest shall be inapplicable. If the holder of this Note shall not actually receive, but
shall contract for, request or demand, a payment of money (or anything else) which is determined to constitute interest and which would
increase the effective interest rate contracted for or charged on this Note or the other indebtedness evidenced or secured by the Loan
Documents to a rate in excess of that permitted by applicable law, the holder of this Note shall be entitled, following such determination,
to waive or rescind the contractual claim, request or demand for the amount determined to constitute interest in excess of the lawful
rate, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable.
By execution of this Note Maker acknowledges that Maker believes the loan evidenced by this Note to be non-usurious and agrees that if,
at any time, Maker should have reason to believe that such loan is in fact usurious, Maker will give the holder of this Note notice of
such condition and Maker agrees that the holder shall have sixty (60) days in which to make appropriate refund or other adjustment in
order to correct such condition if in fact such exists. Additionally, if, from any circumstance whatsoever, fulfillment of any provision
hereof or of the Pledge Agreement or any other Loan Documents shall, at the time fulfillment of such provision be due, involve transcending
the Maximum Rate then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Rate. The term “applicable
law” as used in this Note shall mean the laws of the State of Texas or the laws of the United States, whichever laws allow
the greater rate of interest, as such laws now exist or may be changed or amended or come into effect in the future.


 


VI.
Miscellaneous


 


Should
the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership,
probate or other court proceedings or if this Note is placed in the hands of attorneys for collection after default, Maker and all endorsers,
guarantors and sureties of this Note jointly and severally agree to pay to the holder of this Note in addition to the principal and interest
due and payable hereon all the costs and expenses of the holder in enforcing this Note including, without limitation, reasonable attorneys’
fees and legal expenses.


 


This
Note and the rights, duties and liabilities of the parties hereunder or arising from or relating in any way to the indebtedness evidenced
by this Note or the transaction of which such indebtedness is a part shall be governed by and construed in accordance with the law of
the State of Texas and the law of the United States applicable to transactions within such State.


 




    	PROMISSORY NOTE
ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.
	Page 3  




    	 



    

 


No
amendment of this Note shall be binding unless expressed in a writing executed by Maker and the holder of this Note.


 


Maker
certifies, represents, and warrants to Payee that the proceeds hereof are to be used for a commercial purpose and not for personal, family,
household, or agricultural purposes.


 


THE
PARTIES HERETO VOLUNTARILY AND KNOWINGLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT
BY EITHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO ANY OF THE LOAN DOCUMENTS.


 


MAKER
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY TEXAS OR FEDERAL COURT SITTING IN TARRANT COUNTY, TEXAS, OVER ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, AND MAKER HEREBY AGREES AND CONSENTS THAT, IN ADDITION
TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING
IN ANY TEXAS OR FEDERAL COURT SITTING IN TARRANT COUNTY, TEXAS (OR SUCH OTHER COUNTY IN TEXAS) MAY BE MADE BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO MAKER AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE FIVE DAYS AFTER
THE SAME SHALL HAVE BEEN SO MAILED.


 


	 	MAKER:
	Maker’s
    Address:	 	 
	 	 	ADM
    ENDEAVORS, INC.,
	5941
    Posey Lane	 	a
    Nevada corporation
	Haltom
    City, Texas 76117-5238	 	 
	 	 	 
	 	By:	/s/
    Marc Johnson
	 	 	Marc
    Johnson, CEO
	 	 	 
	 	 	JUST
    RIGHT PRODUCTS, INC.,
	 	 	a
    Texas corporation
	 	 	 
	 	By:	/s/
    Marc Johnson
	 	 	Marc
    Johnson, President


 


Payee’s
Address:


 


CAPTEX
BANK, a Texas banking association


106
Hamilton


P.O.
Box 4


Trenton,
Texas 75490


 




    	PROMISSORY NOTE
ADM ENDEAVORS, INC. and JUST RIGHT PRODUCTS, INC.
	Page 4