Promissory Note


    Exhibit
      10.2

     

    

      
        	
                Date:
                  August 17, 2006

              	 	
                Amount:
                  Up To $40,000 (U.S.)

              


      

      


      AFTERMARKET
        ENTERPRISES, INC.

      


      PROMISSORY
        NOTE

      BEARING
        INTEREST AT 10% PER ANNUM

        
          

        



      THIS
        NOTE
        HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE
        SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR
        SOLD
        IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE
        SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO-ACTION" OR
        INTERPRETIVE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND
        ITS
        COUNSEL TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
        UNDER THE SECURITIES ACT AND SUCH STATE STATUTES.

       

      
      

      
        
 


      AFTERMARKET
        ENTERPRISES, INC., a corporation duly organized and existing under the laws
        of
        the state of Nevada (hereinafter referred to as the "Company"), for value
        received, hereby promises to pay to Ascendiant
        Securities, LLC,
        the
        registered holder hereof, up to that amount borrowed by the Company from
        Ascendiant Securities, LLC which as of the date of the note is twenty
        thousand dollars ($20,000)
        one year
        from date, upon presentation and surrender of this promissory note (the "Note")
        at the offices of the Company, in such lawful money of the United States
        of
        America as at the time of payment shall be legal tender for the payment of
        public and private debt, until the principal hereof is paid or made available
        for payment as herein provided. Ascendiant Securities, LLC has agreed to
        loan a
        total of up to forty thousand dollars ($40,000) to the Company on the terms,
        conditions and documentation provided in this Note.

      


      This
        Note
        is subject to the following further terms and material provisions:

      


      1. Letter
        of Credit.
        Ascendiant Securities, LLC agrees to loan the Company up to forty thousand
        ($40,000) at any time within one year of the date of this Note upon request
        of
        the Company. All sums loaned to the Company shall be on the same terms and
        conditions of this Note and be covered by this Note. At the execution of
        this
        Note, Ascendiant Securities, LLC is loaning an initial twenty thousand dollars
        ($20,000) to the Company.

      


      2. Term
        and Interest.
        The
        date of maturity of the Note shall be one year from the date of issuance,
        subject to prepayment as set forth in paragraph 3 hereof. The Note shall
        bear
        simple interest at the rate of ten percent (10.0%) per annum. The principal
        on
        the Note is payable on the maturity date, subject to prepayment as set forth
        in
        paragraph 3 hereof, and will be paid at the office of the Company, maintained
        for such purposes, to the registered holder of the Note on the books and
        records
        of the Company. Accrued interest on the Note will be payable annually, on
        the
        anniversary date of the Note, and will be paid at the office of the Company,
        maintained for such purposes, to the register holder of the Note on the books
        and records of the Company

       

      
        
           

        

        
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      3. Prepayment.
        This
        Note is subject to prepayment, in whole or in part, at the election of the
        Company at any time, upon not less than 10 days notice. Prepayment shall
        be
        effected by paying the amount equal to the outstanding principal amount of
        the
        Note and accrued interest at the date of prepayment. On the date fixed for
        prepayment by the Company, the amount of principal shall be paid in cash
        or
        certified funds. Any Note which is prepaid only in part shall be presented
        for
        notation thereon by the Company of such partial prepayment. If less than
        all the
        Note principal amount and interest is to be prepaid, notice of the proposed
        prepayment shall be sent to the registered holder of the Note and such
        prepayment shall be made. The note is subject to prepayment, at the election
        of
        the Holder, upon the completion of financing by the Company which raises
        from
        investors, other than current shareholders, a minimum of fifty thousand dollars
        ($50,000) in the form of equity or debt financing. Additionally, upon the
        raising of fifty thousand dollars ($50,000) from outside investors whether
        in
        the form of debt or equity investments into the Company, Ascendiant Securities,
        LLC will no longer provide a letter of credit up to forty thousand dollars
        ($40,000) and will not loan any further funds to the Company beyond the funds
        already loaned as of such date. 

      


      4. Satisfaction
        and Discharge of Note.
        This
        Note shall cease to be of further effect (except as to any surviving rights
        of
        transfer, or exchange of Notes herein expressly provided for) when:

      


      (a) The
        Company has paid or caused to be paid all sums payable hereunder by the Company,
        including all principal and interest amounts under the Note; and

      


      (b) All
        the
        conditions precedent herein provided for relating to the satisfaction and
        discharge of this Note have been met.

      


      5. Events
        of Default.
        "Events
        of Default," when used herein, whatever the reason for such event of default
        and
        whether it shall be voluntary or involuntary or be effected by operation
        of law
        pursuant to any judgment, decree, or order of any court or any order, rule,
        or
        regulation of any administrative or government body or be caused by the
        provisions of any paragraph herein means any one of the following
        events:

      


      (a) Default
        in the payment of the principal of the Note, when due, whether at maturity,
        or
        otherwise; or

      


      (b) Default
        in the performance or breach of any covenant or warranty of the Company in
        this
        Note (other than a covenant or warranty, the breach or default in performance
        of
        which is elsewhere in this section specifically dealt with), and continuation
        of
        such default or breach for a period of 30 days after there has been given
        to the
        Company by registered or certified mail, by the holders of a majority in
        principal amount of the outstanding Note, a written notice specifying such
        default or breach and requiring it to be remedied and stating that such notice
        is a notice of default hereunder; or

      


      (c) The
        entry
        of a decree or order by a court having jurisdiction in the premises adjudging
        the Company a bankrupt or insolvent, or approving as properly filed a petition
        seeking reorganization, arrangement, adjustment, or composition of or in
        respect
        of the Company under the Federal Bankruptcy Act or any other applicable federal
        or state law, or appointing a receiver, liquidator, assignee, trustee,
        sequestrator (or other similar official) of the Company or of any substantial
        part of its property, or ordering the winding up or liquidation of its affairs,
        and the continuation of any such decree or order unstayed and in effect for
        a
        period of 30 consecutive days; or

       

      
        
           

        

        
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      (d) The
        institution by the Company of proceedings to be adjudicated a bankrupt or
        insolvent, or the consent by it to the institution of bankruptcy or insolvency
        proceedings against it, or a filing by it of a petition or answer or consent
        seeking reorganization or relief under the Federal Bankruptcy Act or any
        other
        applicable federal or state law; or

      


      (e) The
        consent by the Company to the filing of any such petition or the appointment
        of
        a receiver, liquidator, assignee, trustee, sequestrator (or other similar
        official) of the Company or of any substantial part of its property), or
        the
        making by it of an assignment for the benefit of creditors, or the admission
        by
        it in writing of its inability to pay its debts generally as they become
        due, or
        the taking of corporate action by the Company in furtherance of any such
        action.

       

      6. Acceleration
        of Maturity.
        If an
        event of default occurs and is continuing then, in every such case, the holder
        of a majority in principal amount of the outstanding Notes, may declare the
        principal of the Notes to be due and payable immediately, by a notice in
        writing
        to the Company of such default, and upon any such declaration, such principal
        shall become immediately due and payable. At any time after such declaration
        of
        acceleration has been made, and before a judgment or decree for payment of
        money
        due has been obtained by the holders, the holders of a majority of the principal
        of the outstanding Notes, by written notice to the Company, may rescind and
        annul such declaration and its consequences, if all events of default, other
        than the nonpayment of the principal of the Notes which has become due solely
        by
        such acceleration, has been cured or waived. No such recession shall affect
        any
        subsequent default or impair any right contingent thereon.

      


      7. Suits
        for Enforcement.
        If an
        event of default occurs and is continuing, the holder of a majority in principal
        amount of the outstanding Note may, in their discretion, proceed to protect
        and
        enforce their rights by such appropriate judicial proceedings as the holders
        shall deem most effectual to protect and enforce any such rights, whether
        for
        the specific enforcement of any covenant or agreement under this Note or
        in aid
        of the exercise of any power granted herein, or to enforce any other proper
        remedy.

      


      8. Limitation
        on Suits.
        No
        holder of any Note shall have any right to institute any proceedings, judicial
        or otherwise, with respect to this Note, or for the appointment of a receiver
        or
        trustee, or for any remedy hereunder, unless such holder has previously given
        written notice to the Company of a continuing event of default as provided
        above; it being understood and intended that no one or more holders of this
        Note
        shall have any right in any manner whatever by virtue of, or by availing
        of, any
        provisions of this Note to effect, disturb or prejudice the right of any
        other
        holders of Notes, or to obtain or to seek to obtain priority or preference
        over
        any other holders or to enforce any right under this Note, except in the
        manner
        herein provided and for the equal and ratable benefit of all the holders
        of the
        Note.

      


      9. Acts
        of Holders.
        Any
        request, demand, authorization, direction, notice, consent, waiver, or other
        action provided by this Note to be given or taken by the holder hereof or
        by the
        holders of the Notes may be embodied in and evidenced by one or more instruments
        of substantially similar tenor signed by such holders in person or by their
        agent or attorney-in-fact, duly appointed in writing; and, except as otherwise
        expressly provided herein, such action shall become effective when such
        instrument or instruments are delivered to the Company in the manner provided
        for giving notices herein. Such instrument or instruments, and the action
        embodied therein or evidenced thereby, are herein sometimes referred to as
        the
“act” of the holders signing such instrument or instruments. Proof of execution
        of any such instrument or of writing appointing any such agent shall be
        sufficient for any purpose of this Note if the fact and date of execution
        by any
        person of any purpose of the Note if the fact and date of execution by any
        person of any such instrument or writing is verified by the affidavit of
        a
        witness of such execution or by the request, demand, authorization, direction,
        notice, consent, waiver, or other action by the holder of this Note shall
        bind
        every Note holder of the same Note and the holder of every Note issued upon
        the
        transfer thereof or in exchange therefor or in lieu thereof in respect of
        anything done or suffered to be done by any person in reliance thereon, whether
        or not notation of such action is made upon such Note.

       

      
        
           

        

        
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      10. Notices
        to Holders; Waiver.
        Where
        this Note provides for notice to holders of any event, such notice shall
        be
        sufficiently given if in writing and sent by courier providing for delivery
        within 72 hours or mailed, registered, postage prepaid, to each holder affected
        by such event, at his address as it appears in the Note register maintained
        by
        the Company, not later than the latest date, and not earlier than the earliest
        date, prescribed for the giving of such notice. Where the Note provides for
        notice to the Company, such notice shall be sufficiently given if in writing
        and
        mailed, registered, postage prepaid, to the Company at its address set forth
        above (or at such other address as shall be provided to the holder of this
        Note
        in the manner for giving notices set forth herein), not later than the latest
        date, and not earlier than the earliest date, prescribed for the giving of
        such
        notice. Where this Note provides for notice in any manner, such notice may
        be
        waived in writing by the person entitled to receive such notice, whether
        before
        or after the event, any such waiver shall be equivalent of such
        notice.

      


      11. Restrictions.
        The
        holder of this Note, by acceptance hereof, represents and warrants as
        follows:

      


      (a) The
        Note
        is being acquired for the holder's own account to be held for investment
        purposes only and not with a view to, or for, resale in connection with any
        distribution of such Note or any interest therein without registration or
        other
        compliance under the Securities Act and applicable state securities laws,
        and
        the holder hereof has no direct or indirect participation in any such
        undertaking or in underwriting such an undertaking. 

      


      (b) The
        holder hereof has been advised and understands that the Note has not been
        registered under the Securities Act and the Note must be held and may not
        be
        sold, transferred, or otherwise disposed of for value unless it is subsequently
        registered under the Securities Act or an exemption from such registration
        is
        available; except as set forth herein, the Company is under no obligation
        to
        register the Note under the Securities Act; in the absence of such registration,
        sale of the Note may be impracticable; the Company will maintain stop-transfer
        orders against registration of transfer of the Note. The Company may refuse
        to
        transfer the Note unless the holder thereof provides an opinion of legal
        counsel
        reasonably satisfactory to the Company or a "no-action" or interpretive response
        from the Securities and Exchange Commission to the effect that the transfer
        is
        proper; further, unless such letter or opinion states that the Note are free
        from any restrictions under the Securities Act, the Company may refuse to
        transfer the Note to any transferee who does not furnish in writing to the
        Company the same representations and agree to the same conditions with respect
        to such Note if any set forth herein. The Company may also refuse to transfer
        the Note if any circumstance is present reasonably indicating that the
        transferee's representations are not accurate.

      


      12. Severability.
        In case
        any provision in this Note shall be invalid, illegal, or unenforceable, the
        validity, legality, and enforceability of the remaining provisions shall
        not in
        any way be affected or impaired thereby.

      


      13. Governing
        Law.
        This
        Note shall be governed by and construed and interpreted in accordance with
        the
        laws of the state of Nevada. 

       

      
        
           

        

        
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      14. Legal
        Holidays.
        In any
        case where any date provided herein shall not be a business day, then
        (notwithstanding any other provision of this Note) the event required or
        permitted on such date shall be required or permitted, as the case may be,
        on
        the next succeeding business day with the same force and effect as if made
        on
        the date upon which such event was required or permitted pursuant
        hereto.

      


      15. Delay
        or Omission; No Waiver.
        No
        delay or omission of any holder of the Note to exercise any right or remedy
        accruing upon any event of default shall impair any such right or remedy
        or
        constitute a waiver of any such event or default or any acquiescence therein.
        Every right or remedy given hereby or by law may be from time to time, and
        as
        often as may be deemed expedient.

      


      16. Miscellaneous.
        This
        Note is subject to the following additional terms and conditions:

      


      (a) If
        this
        Note is placed with any attorney for collection, or if suit be instituted
        for
        collection, or if any other remedy provided by law is pursued by the registered
        holder hereof, because of any default in the terms and conditions herein,
        then
        in either event, the undersigned agrees to pay reasonable attorneys' fees,
        costs, and other expenses incurred by the registered holder hereof
        in so
        doing.

      


      (b) None
        of
        the rights and remedies of the registered holder hereof shall be waived or
        affected by failure or delay to exercise them. All remedies conferred on
        the
        registered holder of this Note shall be cumulated and none is exclusive.
        Such
        remedies may be exercised concurrently or consecutively at the registered
        holder's option.

      


      (c) This
        Note
        is negotiable and transferable, subject to compliance with the provisions
        of
        paragraph 11 hereof.

      


      (d) The
        makers, guarantors, and endorsers hereof severally waive presentment for
        payment, protest, and notice of protest, and of nonpayment of this
        Note.

       

      DATED
        effective as of the ______ day of August, 2006.

      


      

        
          	 	 	
                  AFTERMARKET
                    ENTERPRISES, INC. 

                
	 	 	 
	 	 	 
	 	 	
                  By
                    ___________________________________

                
	 	 	
                  Its
                    Duly Authorized Manager

                
	 	 	 
	 	 	
                  Ascendiant
                    Securities, LLC

                
	 	 	 
	 	 	 
	 	 	
                  ______________________________________

                


        

      

    

     

     

     

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