ex_10-2promissorynote.htm


    Exhibit
10.2

    


    


    PROMISSORY
NOTE

    


    $
500,000.00                                                                                                                     July
____, 2008

    Sunderland,
Vermont

    


    


    FOR VALUE RECEIVED, a21, Inc., a
Delaware Corporation with a business address of 7660 Centurion Parkway,
Jacksonville, Florida 32256 (the “Borrower”) promises to pay to the order of
Applejack Art Partners, Inc. (the “Lender”) FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($500,000.00) or, if less, the aggregate principal of all advances made
by the Lender to the Borrower under the Loan Agreement (defined herein) which
are unpaid on the date of maturity (whether by acceptance or otherwise). This
Note evidences advances made pursuant to the Loan Agreement, dated as of July
____, 2008, by and among the Borrower and the Lender (as the same may be
amended, restated, or renewed, the “Loan Agreement”). Capitalized terms used
herein and not otherwise defined have the respective meanings given in this Loan
Agreement.

    


    Advances under this Promissory Note
(Note) shall be made in accordance with Section 5 of the Loan
Agreement.

    


    Interest
shall be charged on the unpaid principal balance of this Note to the date of
maturity on a daily basis for the actual number of days any portion of the
principal is outstanding.

    


    The
Debtor shall pay interest only on the advanced funds on an accrued monthly
basis, beginning on August 1, 2008 and on the first day of every month
thereafter. The Debtor shall pay the outstanding principal and any unpaid
interest in full on or before November 1, 2008, in a lump sum payment. The
interest rate shall be fixed for the term of the loan at twelve percent
(12%).

    


    Interest
shall be computed on the basis of a 360-day year, shall be charged for the
actual number of days within the period for which any portion of the principal
is outstanding, and shall be payable in arrears on the 1st day of each month,
commencing with the 1st day of August, 2008.  If any installment due
date is not a business day, then such installment shall be due and payable on
the next business day.

    


    Payments; Prepayments. All
payments hereunder shall be made by the Borrower in United States currency at
the Lender’s address specified in the Loan Agreement (or at such other address
as the Lender may specify), in immediately available funds, on or before 3:00pm
EST on the due date thereof. Payments received by the Lender prior to the
occurrence of an Event of Default as defined in Section 7 of the Loan Agreement
and the acceleration of all obligations pursuant to the Loan


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Agreement
will be applied first to fees,
expenses and other amounts due hereunder (excluding principal and interest);
second, to
accrued interest; and third to outstanding
principal; after the occurrence of an Event of Default and the acceleration of
all Obligations pursuant to the Loan Agreement, payments will be applied to the
Obligations under this Note as the Lender determines in its sole
discretion.

    


    Default Rate.  To
the extent permitted by applicable law, upon and after the occurrence of an
Event of Default (whether or not the Obligations have been accelerated),
interest on outstanding principal and overdue interest shall, at the option of
the Lender, be payable on demand at a rate per annum equal to fifteen percent
(15%).

    


    Collateral. The Obligations,
including the obligations of the Borrower under this Note, are secured by the
Collateral as defined in the Security Agreement of even date
herewith.

    


    Default. The occurrence of any
Event of Default under the Loan Agreement or Security Agreement shall also
constitute an “Event of Default” hereunder.

    


    Remedies. Upon an Event of
Default, or at any time thereafter, all Obligations shall become immediately due
an payable as set forth in the Loan Agreement, and the Lender shall then have in
any jurisdiction where enforcement hereof is sought, in addition to all other
rights and remedies provided by agreement or at law or in equity, the rights and
remedies of a secured party under the Uniform Commercial Code. All rights and
remedies of the Lender are cumulative and are not exclusive of any rights or
remedies provided by laws or any other agreement, and may be exercised
separately or concurrently.

    


    Waiver; Amendment. No delay or
omission on the part of the Lender in exercising any right hereunder shall
operate as a waiver of such right or if any other right under this Note. No
waiver of any right or amendment to this Note shall be effective unless in
writing and signed by the Lender and the Borrower not shall a waiver on one
occasion be construed as a waiver of any such right on any future
occasion.  Without limiting the generality of the foregoing, the
acceptance of any late payment shall not be deemed to be a waiver of the Event
of Default arising as a consequence thereof. The Borrower waives presentment,
demand, notice, protest, default or enforcement of this Note or of any
Collateral for the Obligations, and assents to any extensions or postponements
of the time of payment or any and all other indulgences under this Note or with
respect to any such Collateral, or to any and all substitutions, exchanges or
releases of any such Collateral, or to any and all additions or releases of any
other parties or persons primarily or secondarily liable under this Note, which
from time to time be granted by the Lender in connection herewith regardless of
the number or period of any extensions.

    


    Security; Set-Off. The
Borrower grants to the Lender, as security for the full and punctual payment of
performance of the Obligations, a continuing lien on and
security


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    interest
in all securities or other property belonging to the Borrower now or hereafter
held by the Lender and in all deposits (general or special, time or demand,
provisional or final) and other sums credited by or due from the Lender to the
Borrower or subject to withdrawal by the Borrower; and regardless of the
adequacy of any Collateral or other means of obtaining repayment of the
Obligations, the Lender is hereby authorized at any time and from time to time,
only upon and after an Event of Default, without notice to the Borrower (any
such notice being expressly waived by Borrower) to the fullest extent permitted
by law, to set off and apply such sums against the Obligations of the Borrower,
whether or not the Lender shall have made any demand under this Note and
although such Obligations may be contingent or unmatured.

    


    Lender Records. The entries on
the records of the Lender (including any appearing on this Note) shall be prima
facie evidence of the aggregate principal amount outstanding under this Note and
interest accrued hereon.

    


    Governing Law; Consent to
Jurisdiction. This Note shall be governed by, and construed in accordance
with, the laws of the State of Vermont. The Borrower agrees that any suit for
the enforcement of this Note may be brought in the courts of the State of
Vermont or any federal court sitting in such state and consents to the
non-exclusive jurisdiction of each such court and to service of process in any
such suit being made upon the Borrower by mail at the address specified in the
Loan Agreement. The Borrower hereby waives any objection that it may now or
hereafter have to the venue or any such suit or any such court or that such suit
was brought in an inconvenient court.

    


    WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER, BY ITS
ACCEPTANCE OF THIS NOTE, HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION IN ANY
COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF: (A) THIS NOTE OR
ANY OTHER INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THE OBLIGATIONS;
(B) THE VALIDITY, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF; OR (C) ANY
OTHER CLAIM OR DISPUTE HOWEVER ARISING BETWEEN THE BORROWER AND THE
LENDER.

    


    Severability; Authorization to
Complete; Paragraph Headings. If any provision of this Note shall be
invalid, illegal, or unenforceable, such provision shall be severable from the
remainder of this Note and the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
Paragraph headings are for the convenience of reference only and are not a part
of this Note and shall not affect its interpretation.

    


    Certain References. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular, or plural, as the identity of the person, persons,
entity or entities may require. The terms “herein,” “hereof” or “hereunder” or
similar terms used in this Note refer to this entire Note and not only to the
particular provision in which the term is used.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Assignments. Neither this Note
nor the proceeds hereof shall be assignable by the Borrower  without
consent, and any attempted assignment without the Lender’s prior written consent
shall create a Default under this Note. This Note and any other Loan Document
may be assigned, in whole or in part, by the Lender and its successors and
assigns.

    


    


    a21,
Inc.

    


    By__________________________________________

     Its Duly Authorized
Agent

    


    


    


    Applejack
Art Partners, Inc.

    


    


    By:                                                           

    


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