zealous_8k-ex1002.htm


    EXHIBIT
10.2

     

    NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

    


    CONVERTIBLE
PROMISSORY NOTE

     

    March 3,
2008

     

    
      	$906,500 	
              Los Angeles,
      California

            


    

     

     

    FOR VALUE
RECEIVED, the undersigned, Zealous Trading Group, Inc., a Nevada
corporation ("Maker"), promises to pay to Transfer Online Technology
Development, LLC ("Payee") at 317 SW
Adler Street, 2nd Floor,
Portland, Oregon 97204, or at such other place as Payee may from time to time
designate by written notice to Maker, in lawful money of the United States of
America, the aggregate sum of Nine Hundred Six Thousand Five Hundred Dollars
($906,500).  Maker further agrees as follows:

    


    Section
1.      Interest
Rate and Fees.

     

    Interest
shall accrue at a rate of 6% per annum based on a 365 day year commencing on
October 11, 2007.

    


    Section
2.      Payments.

    


    2.1  Accrued interest shall be
paid on the March 3, 2009 (the “Maturity Date”).

    


    2.2  On or before March 3,
2009 all outstanding amounts owing under this Note, including unpaid interest
and principal, shall be paid.

    


    
      2.3  Maker shall have the
right to prepay this Note in full or in part at any time, without premium or
penalty.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
Section
3.      Mandatory
Conversion.

    


    The Payee
acknowledges and agrees that this Note may not be converted until an amendment
to the Articles of Incorporation of the Company increasing the authorized shares
of the Makers’s Common Stock to 1,500,000,000 shares is approved by a majority
of the Makers’s shareholders (the “Authorized Share Amendment”) and is filed
with the Secretary of State of the State of Nevada and becomes effective (the
“Amendment Effective Date”).  After the Amendment Effective Date, this
Note (including interest) shall automatically convert into shares of Common
Stock of Maker at a value of $0.08 per share (which price represents the average
market price of the Maker’s Common Stock on October 11, 2007, when the parties
negotiated the essential terms of that certain Asset Purchase Agreement of even
date herewith.)

    


    Section
4.      Mechanics of
Conversion.

    


    Upon the
conversion of this Note, the Payee shall surrender this Note, duly endorsed, at
the office of the Maker. Within 20
days of the conversion of this Note or as soon as practicable, Maker shall,
issue and deliver to Payee, a certificate or certificates for the Common Stock
to which the Payee is entitled.  No fractional shares shall be issued
upon conversion of this Note and the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole share.

    


    Section
5.      Default.

    


    It shall
be an event of default ("Event of Default"), and the entire unpaid principal of
this Note, together with accrued interest, shall become immediately due and
payable, at the election of Payee, upon the occurrence of any of the following
events:

     

    5.1  any failure on the part
of Maker to make any payment when due, whether by acceleration or otherwise, and
the continuation of such failure for a period of thirty (30) days after written
notice thereof from Payee;

     

    5.2      Maker
shall commence (or take any action for the purpose of commencing) any proceeding
under any bankruptcy, reorganization, arrangement, readjustment of debt,
moratorium or similar law or statute;

     

    5.3  a proceeding shall be
commenced against Maker under any bankruptcy, reorganization, arrangement,
readjustment of debt, moratorium or similar law or statute and relief is ordered
against it, or the proceeding is controverted but is not dismissed within sixty
(60) days after the commencement thereof;

     

    5.4  Maker consents to or
suffers the appointment of a guardian, receiver, trustee or custodian to any
substantial part of its assets that is not vacated within thirty (30)
days;

     

    5.5  the dissolution,
termination of existence, or insolvency of Maker; or

     

    5.6  Maker consents to or
suffers an attachment, garnishment, execution or other legal process against any
of his assets that is not released within thirty (30) days.

     

    Section
6.      Waivers.

    


    Maker
waives demand, presentment, protest, notice of protest, notice of dishonor, and
all other notices or demands of any kind or nature with respect to this
Note.

     

    
      
        
        

      

      
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    Section
7.     Securities
Act of 1933.  Upon conversion
of this Note, the persons entitled to receive the shares of Common Stock may be
required to execute and deliver to the Maker an instrument, in form satisfactory
to the Maker, representing that such person is an accredited investor as defined
in Rule 501(a) of the Securities Act of 1933, as amended (the "Act") and the shares of
Common Stock are being acquired for investment, and not with a view to
distribution, within the meaning of the Act.

    


    Section
8.     Shareholder
Status.  Nothing contained
in this Note shall be construed as conferring upon the Payee the right to vote
or to receive dividends or to consent or to receive notice as a shareholder in
respect of any meeting of shareholders for the election of directors of the
Maker or of any other matter, or any rights whatsoever as a shareholder of the
Maker prior to conversion hereof.

    


    Section
9.      Miscellaneous.

    


    9.1  This Note may be altered
only by prior written agreement signed by the party against whom enforcement of
any waiver, change, modification, or discharge is sought.  This Note
may not be modified by an oral agreement, even if supported by new
consideration.

     

    9.2  The covenants, terms and
conditions contained in this Note apply to and bind the heirs, successors,
executors, administrators and assigns of the parties.

     

    9.3  This Note constitutes a
final written expression of all the terms of the agreement between the parties
regarding the subject matter hereof, are a complete and exclusive statement of
those terms, and supersedes all prior and contemporaneous agreements,
understandings, and representations between the parties.  If any
provision or any word, term, clause, or other part of any provision of this Note
shall be invalid for any reason, the same shall be ineffective, but the
remainder of this Note shall not be affected and shall remain in full force and
effect.

     

    9.4  This Note shall be
governed by the laws of New York, without giving effect to principals of
conflicts of laws.

     

    9.5  All notices, requests,
demands and other communications required or permitted hereunder or by law shall
be in writing and given to the parties at the addresses listed below (or to such
other address as shall at any time be designated by any party in writing to the
other parties):  (a) by certified U.S. mail, return receipt requested,
postage prepaid; (b) by recognized overnight courier service (e.g., Federal
Express); or (c) by hand-delivery:

     

    To Maker
:

     

    
      Zealous
Trading Group, Inc.

    

    1800
Century Park East, Suite 200

    Los
Angeles, CA  90067

    Att:
Chief Executive Officer

     

    
      
        
        

      

      
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    To
Payee:                                

    Transfer
Online Technology Development, LLC

    Attn:
Lori Livingston

    317 SW
Alder Street, 2nd Floor

    Portland,
OR 97204

    


    


    All such
notices shall be deemed effective  (a) three days after being
deposited in the United States mail, first class, postage prepaid, or (b) one
day after being delivered to a reputable overnight delivery
service.

    


    [Signature
Page Follows]

     

    
 

    
      
        
        

      

      
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    IN WITNESS
WHEREOF, Maker has executed this Note effective as of the date first set
forth above.

     

     

    
      	 	Zealous Trading Group,
      Inc. 
	 	a Nevada
      corporation 
	 	 
	 	By:________________________________  
	 	Name:______________________________ 
	 	Its:________________________________ 


    

     

     

     

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