Exhibit 10.2


 


PROMISSORY NOTE


 


	
  $100,000

  	
  San Diego, California

  
	
   

  	
  September 30, 2008

  



 


FOR VALUE RECEIVED, the undersigned (“Borrower”)
hereby unconditionally promises to pay to the order of FAVRILLE, INC., a Delaware corporation (the
“Company”), in lawful money of the United States of America and in immediately
available funds, the principal sum of One Hundred Thousand Dollars ($100,000)
together with interest accrued from the date hereof on the unpaid principal at
the applicable federal rate of interest per annum, or the maximum rate
permissible by law (which under the laws of the State of California shall be
deemed to be the laws relating to permissible rates of interest on commercial
loans), whichever is less, on the basis of a three hundred sixty-five (365) day
year.  Interest shall be compounded
annually and shall be payable in arrears on the Maturity Date (as defined
below).


 


The
outstanding principal amount hereunder and all accrued interest thereon shall
be due and payable in full on March 31, 2009 (“Maturity Date”), provided that if, prior to the Maturity
Date, Borrower and Company have consummated the merger (the “Merger”)
contemplated by the non-binding term sheet between Borrower and Company dated September 29,
2008, the principal and interest shall automatically be treated as a
contribution of capital from Company to Borrower and this Note will be fully
discharged.  Prior to the Maturity Date,
if, other than due to a material breach by Company of a definitive written
agreement between Borrower and Company to effect the Merger, the parties
terminate the definitive agreement without closing or fail to enter into a
definitive agreement, then this Note shall be accelerated in full and all
unpaid principal and accrued interest hereunder shall become due and payable
effective as of the date of the termination of the definitive agreement or the
parties’ mutual agreement to end negotiations or pursuit of a definitive
agreement.


 


This
Note may be prepaid at any time without penalty.  All money paid toward the satisfaction of
this Note shall be applied first to the payment of interest as required
hereunder and then to the retirement of the principal.


 


Borrower
hereby represents and agrees that the amounts due under this Note are not
consumer debt, and are not incurred primarily for personal, family or household
purposes, but are for business and commercial purposes only.


 


Borrower
hereby waives presentment, protest and notice of protest, demand for payment,
notice of dishonor and all other notices or demands in connection with the
delivery, acceptance, performance, default or endorsement of this Note.


 


The
holder hereof shall be entitled to recover, and Borrower agrees to pay when
incurred, all costs and expenses of collection of this Note, including without
limitation, reasonable attorneys’ fees.


 


1

















 


This
Note shall be governed by, and construed, enforced and interpreted in
accordance with, the laws of the State of California, as applied to agreements
among California residents, made and to be performed entirely within the State
of California, without giving effect to conflicts of laws principles.


 


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 hereto. Nothing in
this Note, expressed or implied, is intended to confer upon any third party any
rights, remedies, obligations, or liabilities under or by reason of this Note,
except as expressly provided in this Note.


 


If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Note and the
balance of this Note shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MY
  MEDICAL RECORDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert H. Lorsch

  
	
   

  	
  Name: 

  	
  Robert H. Lorsch

  
	
   

  	
  Title:

  	
  CEO

  
					



 


2