f8k0707ex10iii_bedminster.htm


    SECURED
      PROMISSORY NOTE

    BUYER
      PROMISSORY NOTE

    
 

    
      
        	
                July
                  2, 2007

              	
                Bedminster,
                  New Jersey

              


      

    

     

    For
      value
      received, the undersigned Bedminster National Corp.  (Maker) promises
      to pay to Michael Levin (Payee/Secured Party) or order, Three Hundred Thousand
      and no/100 dollars, plus simple interest at the rate of eight (8%) percent
      per  annum.

    


    This
      note
      (“Note”) is the Buyer Promissory Note identified in the Stock Purchase Agreement
      between Maker and Payee/Secured Party of even date herewith (“Purchase
      Agreement”).

    


    Principal
      and interest payments of Nine Thousand, Four Hundred and 91/100 dollars
      ($9,400.91), shall be made by the Purchaser to Seller on the first day of each
      month, commencing August 1,  2007  and on the
      last  day of each successive month thereafter until July 1, 2010 when
      a final payment of $9,400.91 shall be due and payable.

    


    This
      Note
      may be prepaid without penalty or premium, in whole or in part, at any time
      by
      Maker.

    


    


    Maker
      shall be entitled to set off or reduce the principal amount of this Note in
      the
      event that:

    


    (1)           The
      Corporation has incurred liabilities, as contemplated in Sections 3.6(c) and
      8
      of the Purchase Agreement; or

    


    (2)           Maker
      is otherwise entitled to any indemnity under Section 8 of the Purchase
      Agreement.

    


    The
      following shall constitute an Event of Default:

    


    (1)
      any of the scheduled payments are
      not made within ninety (90) days of the payment date;

    


    (2)
      any of the events constituting a
      default, specified in connection with the security agreement created by this
      Note, occurs;

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (3) The
      Maker shall (i) commence a
      voluntary case or other proceeding seeking liquidation, reorganization
      or  other relief with respect to itself or its debts pursuant to any
      bankruptcy, insolvency or other similar law now or  hereafter in
      effect or consent to any such relief or such proceedings shall be instituted
      against the Maker and not dismissed within 30 days; (ii) be unable, or admit
      in
      writing its inability, to pay its debts  generally as they mature,
      (iii) make a general assignment for the benefit of its or any of its creditors,
      (iv) be  dissolved or liquidated in full or in part.

    


    Upon
      the
      occurrence or existence of any Event of Default and at any time thereafter
      during the continuance of such Event of Default, Payee/Secured Party may, by
      written notice to the Maker, declare all outstanding obligations payable
      by  the Maker hereunder to be immediately due and payable without
      presentment, demand, protest or any other  notice of any kind, all of
      which are hereby expressly waived. Subject to the foregoing limitations, upon
      the occurrence or existence of any Event of Default, Payee/Secured Party may
      exercise any other right, power or remedy granted to it  hereunder or
      pursuant to applicable law. Subject to the foregoing limitations, the Maker
      agrees to pay all reasonable costs, including attorneys' fees, costs relating
      to
      the appraisal and/or valuation of assets and all other costs and expenses
      incurred in the collection,  protection, defense, preservation, or
      enforcement of this Note or any endorsement of this Note or in any
      litigation  arising out of the transactions of which this Note or any
      endorsement of this Note is a part.

    


    To
      secure
      performance of all of the obligations, The Maker hereby pledges and grants
      to
      the Payee/Secured Party a security interest in and agrees to deliver to Roger
      Desiderio (“Escrow Agent”) forty (40) of the  Acquisition Shares (as
      defined in the Purchase Agreement).   Escrow Agent shall hold the
      40 Acquisition Shares as security to assure the performance of the
      Maker  of its obligations under this Note. The 40 Acquisition Shares
      shall remain pledged to Payee/Secured Party until the Note is fully
      paid.  So long as an Event of Default has not occurred, (i) the 40
      Acquisition Shares shall be voted by Maker, and (ii) all dividends and other
      amounts rightfully declared on the Acquisition Shares during the term of this
      pledge shall be paid over to Maker. If, during the term of this pledge, any
      share dividend, reclassification, readjustment, or other change is declared
      or
      made in the capital structure of the Corporation (as defined in the Purchase
      Agreement), all new, substituted, or additional shares, or other securities,
      issued by reason of any such change shall be held by Escrow Agent under the
      terms of this Pledge in the same manner as the 40 Acquisition Shares originally
      pledged.  Upon payment in full  of the principal and
      interest due under this Note, Escrow Agent shall immediately redeliver the
      40
      Acquisition Shares to Maker, and this pledge shall terminate. If an event of
      Default occurs and is not cured within any applicable time for cure,
      Payee/Secured Party shall resort to his remedies under the Uniform Commercial
      Code of the State of New Jersey, as provided above, and Escrow Agent shall
      immediately redeliver to Maker, a pro-rata portion of the 40 Acquisition Shares
      calculated as follows: for every full $7,500 increment in principal which was
      paid, Escrow Agent shall redeliver one Acquisition Share. The balance of the
      40
      Acquisition Shares shall be delivered to Payee/Secured Party.  This
      pledge shall not limit Maker's right to sell, or otherwise dispose of, the
      40
      Acquisition Shares, provided that the outstanding principal and accrued and
      unpaid interest due under this Note is paid in full from the proceeds of such
      sale or disposition.

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Upon
      the
      Maker’s repayment of the outstanding principal balance of this Note and all
      interest accrued and unpaid thereon, the Payee/Secured Party agrees and
      covenants that it will execute and deliver any agreement, financing statement
      termination or other writings necessary to release the security interest granted
      pursuant hereto.

    


    The
      Maker
      represents that there is no security interest or other lien on the 40
      Acquisition Shares, except for the security interest created by this pledge,
      and
      that the Maker has full title to the 40 Acquisition Shares

    


    Bedminster
      National Corp.

    


    


    By:
      ___________________________

    Paul
      Patrizio

    President

    


    90
      Washington Valley Road

    Bedminster,
      NJ  07921