Unassociated Document


    EXHIBIT
10.2

    PROMISSORY
NOTE

    (Wayne,
Pennsylvania)

    
      

      
        	
                $195,000.00

              	
                November
      18, 2008

              


      



    The undersigned, Ascend Acquisition
Corp., a Delaware corporation (hereinafter called "Maker" or the “Corporation”),
whose address for purposes hereof is 435 Devon Park Drive, Bldg. 400, Wayne, PA
19087, for value received, without grace, in the manner, on the dates and in the
amounts herein stipulated, promises to pay to Don K. Rice (hereinafter called
"Payee"), at 435 Devon Park Drive, Bldg. 400, Wayne, PA 19087, or at such other
place as Payee may hereafter designate, the sum of ONE HUNDRED NINETY-FIVE
THOUSAND DOLLARS ($195,000.00), in lawful money of the United States of America,
with interest at the rate herein specified.

    


    SECTION
1.  INTEREST ACCRUAL.  The unpaid principal amount from time
to time outstanding hereunder shall bear interest from and after the date hereof
until such amount is paid in full at a fixed rate per annum equal FIVE PERCENT
(5%).  Interest on this Note shall be computed on the basis of a
365-day year for the actual number of days elapsed.

    


    SECTION
2.  PAYMENT OBLIGATION AND PREPAYMENT.  The unpaid principal
balance of this Note with all accrued but unpaid interest thereon shall be due
and payable in full on DEMAND, or in the event there is no demand, on or before
midnight on fifth annual anniversary of the date of this Note (the “Maturity
Date”).

    


    The principal amount of this Note and
all accrued interest thereon may be prepaid in cash at any time.  Any
payment shall be applied first, to accrued interest, and second, to
principal.  No further interest will accrue on the portion of this
Note to be prepaid from and after the date fixed for prepayment if payment of
the prepayment amount has been made or duly provided for.

    


    At any time prior to the Maturity Date
and prior to payment or redemption of this Note, and, in the event that the
Corporation elects to redeem or pay this Note prior to maturity, within ten days
after Payee’s receipt of any redemption or prepayment notice, Payee may at his
sole discretion convert the entire principal amount of this Note, or any portion
thereof, together with accrued and unpaid interest, if any, into shares of
common stock of the Corporation (“Common Stock”) at the
conversion price as defined in section 3.5 below, subject to adjustments as
described below (the “Conversion
Price”).  The right to convert this Note by Payee after it is
called for redemption will terminate at the close of the tenth day following
receipt by Payee of a redemption notice; provided that such period for
Conversion may be extended by the Corporation at its sole and absolute
discretion.

    


    SECTION
3.  CONVERSION.

    


    3.1           Conversion.
On a date (the "Conversion Date") on which any amount remains outstanding on
this Note and on which Payee gives to Maker
written notice that Payee wishes for the entire principal amount of this Note,
or any portion thereof, together with accrued and unpaid interest, if any, to be
converted into Maker’s Common, this Note shall, without any action required on
the part of either Maker or Payee, automatically convert into, and Payee shall
be entitled to receive in lieu of payment of the indebtedness evidenced hereby,
a number of shares of 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Common
Stock equal to the quotient of (a) a sum equal to the outstanding principal
amount of and accrued interest on this Note that Maker desires to so convert,
divided by (b) the "Conversion Price" (as defined in Section 3.5 below) in
effect at the Conversion Date.

    


    3.2           Issuance
of Certificates. As promptly after the Conversion Date as reasonably practicable
and after Payee’s surrender of this Note marked "Cancelled", Maker shall
instruct its transfer agent to issue and deliver to Payee at the address of
Payee set forth above, without any charge to Payee, a certificate or
certificates (issued in the name of Payee) for the number of full shares of
Common Stock of Maker issuable upon the conversion of this Note.

    


    3.3           Status
on Conversion. Upon conversion of this Note, Payee shall be deemed to have
become the stockholder of record of the shares of Common Stock into which this
Note is converted on the Conversion Date (unless the transfer books of Maker are
closed on that date, in which event Payee shall be deemed to have become the
stockholder of record on the next succeeding day on which the transfer books are
open and the conversion shall be at the rate in effect on such
date).

    


    3.4           Elimination
of Fractional Interests. No fractional shares of Common Stock shall be issued
upon conversion of this Note, nor shall Maker be required to pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated and that all issuances of Common Stock shall be
rounded up to the nearest whole share.

    


    3.5           Conversion
Price.

    


    (a)           The
initial Conversion Price of this Note shall be $0.04.

    


    (b)           
The Conversion Price shall be adjusted from time to time as follows: if Maker
shall at any time after the date hereof (i) issue any shares of Common Stock by
way of a dividend or other distribution on any stock of Maker and without
consideration, or (ii) subdivide or combine its outstanding shares of Common
Stock, the Conversion Price shall be adjusted (to the nearest full cent) by
multiplying (x) the Conversion Price in effect immediately prior to the
adjustment by (y) a fraction, the numerator of which is the total number of
shares of Common Stock outstanding immediately before the issuance of shares,
and the denominator of which is the total number of shares of Common Stock
outstanding immediately after such issuance or sale.  For the purposes
of any computation to be made in accordance with this Section 3, shares of
Common Stock issuable by way of dividend or other distribution on any stock of
Maker shall be deemed to have been issued immediately after the opening of
business on the day following the record date for the determination of
stockholders entitled to receive such dividend or other
distribution.

    


    3.6           Effect
of Reclassification, Consolidation, Merger, etc.  In case of the
reclassification or change of outstanding shares of Common Stock (other than a
change in par value, or from no par value to par value or vice versa, or as a
result of a subdivision or combination), or in the case of any consolidation or
merger of Maker with or into a corporation (other than a consolidation or merger
into which Maker is the surviving corporation and which does not result in any
reclassification or change of outstanding shares of Common Stock except a change
as a result of a subdivision or combination of such shares or a change in par
value as described above), or in the case of a sale or 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    conveyance
to another corporation of all or substantially all of the assets of Maker, this
Note shall be converted on the Conversion Date into the kind and number of
shares of stock and/or other securities or property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common Stock into which this Note might have been
converted immediately before the time of determination of the stockholders of
Maker entitled to receive such shares of stock and/or other securities or
property. Maker shall be obligated to retain and set aside, or otherwise make
fair provision for exercise of the right of Payee to receive, the shares of
stock and/or other securities or property provided for in this Section
3.6.

    


    3.7           Certificate
Concerning Adjusted Conversion Price. Whenever the Conversion Price is adjusted
pursuant to this Section 3, Maker promptly shall: (i) place on file at its
principal executive office an officer's certificate signed by the chief
financial officer or controller of Maker showing in appropriate detail the facts
requiring such adjustment, the computation thereof, and the adjusted Conversion
Price, and shall exhibit the certificate from time to time to Payee of this Note
if Payee desires to inspect the same; and (ii) mail or cause to be mailed to
Payee, in the manner provided for giving notice pursuant to this Note, a notice
stating that such adjustment has been made and setting forth the adjusted
Conversion Price.

    


    3.8           Reservation
and Listing of Shares for Issuance. Maker shall reserve and keep available out
of its authorized and unissued shares of Common Stock, for the purpose of
effecting the conversion of this Note, such number of its duly authorized shares
as shall from time to time be sufficient to effect the conversion of this Note.
Maker covenants that all shares of Common Stock issued upon conversion of this
Note in compliance with the terms hereof will be duly and validly issued and
fully paid and non-assessable.  As long as this Note shall be
outstanding, Maker shall use its reasonable best efforts to cause all shares of
Common Stock issuable upon conversion of this Note to be listed (subject to
official notice of issuance) on all securities exchanges on which the Common
Stock is then listed, if any.

    


    3.9           Investment
Intent, Restrictions on Transfer, Legends etc. Payee acknowledges that this Note
and the Common Stock to be issued upon conversion have not been registered under
the Securities Act of 1933, as now in force or hereafter amended, or any
successor legislation (the "Act"), and agrees not to sell, pledge, distribute,
offer for sale, transfer or otherwise dispose of this Note or any Common Stock
issued upon conversion in the absence of (i) an effective registration statement
under the Act as to this Note or the Common Stock and registration or
qualification of this Note or the Common Stock under any applicable blue sky or
state securities law then in effect, or (ii) an opinion of counsel, satisfactory
to Maker, that such registration and qualification are not
required.  Without limiting the generality of the foregoing, unless
the offering and sale of Common Stock issued upon conversion to be issued shall
have been effectively registered under the Act, Maker shall be under no
obligation to issue the shares covered by such conversion unless and until Payee
shall have executed an investment letter in form and substance satisfactory to
Maker, including a warranty at the time of such exercise that he is acquiring
such shares for his own account, for investment and not with a view to, or for
sale in connection with, the distribution of any such shares, in which event
Payee shall be bound by the provisions of a legend to such effect on the
certificate(s) representing Common Stock to be issued upon
conversion.  In addition, without limiting the generality of the
foregoing, Maker may delay issuance of Common Stock to be issued upon conversion
until completion of any action or obtaining of any consent, which Maker believes
necessary or advisable under any applicable law (including without limitation
state securities or 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    "blue
sky" laws).

    


    SECTION
4. DEFAULTS AND REMEDIES.

    


    Time is of the essence concerning this
Note.  If this Note is not timely paid at maturity, then Payee may
institute in any court of competent jurisdiction an action for
collection.  In such event, Maker agrees to pay all expenses incurred,
including reasonable attorneys' fees, all of which shall become a part of the
principal hereof.

    


    Maker and each and all other liable
parties expressly and specifically, (i) severally waive grace, presentment for
payment, demand for payment, notice of intent to accelerate and notice of
acceleration, notice of dishonor, protest and notice of protest, notice of
nonpayment, and any and all other notices, the filing of suit and diligence in
collecting this Note or enforcing any of the security herefor, (ii) severally
agree to any substitution, subordination, exchange or release of any security
held for the payment of this Note or any other obligation to Payee and release
of any party primarily or secondarily liable hereon, (iii) severally agree that
Payee shall not be required first to institute suit or exhaust Payee's remedies
hereon against Maker or other parties liable hereon or to enforce Payee's rights
against them or any security herefor in order to enforce payment of this Note by
any of them, and (iv) severally agree to any extension or postponement of time
of payment of this Note and to any other indulgence with respect hereto without
notice thereof to any of them.

    


    SECTION
5. MISCELLANEOUS.

    


    The invalidity, or unenforceability in
particular circumstances, of any provision of this Note shall not extend beyond
such provision or such circumstances and no other provision of this Note shall
be affected thereby.

    


    THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

    


    IN WITNESS WHEREOF, the undersigned has
set his hand hereunto as of as of the day and year first above
written.

    


    


    
      	 
      	 
      	 
      	
              ASCEND
      ACQUISITION CORP.

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:_______________________

            	 
      
	 
      	 
      	 
      	 	
              Don
      K. Rice, Chief Executive Officer

            	 
      


    

    


    
4