encore_ex10-2.htm


    


    


    


    ENCORE
BRANDS, INC.

    


    CONVERTIBLE
PROMISSORY NOTE

    


    


    


    


    THE
SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE BEEN ACQUIRED FOR INVESTMENT
FOR THE HOLDER'S OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY DISTRIBUTION OF THE SECURITIES.  THE SECURITIES HAVE NOT BEEN
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS ("BLUE SKY
LAWS").  AN OFFER TO SELL OR TRANSFER OR THE SALE OR TRANSFER OF THESE
SECURITIES IS UNLAWFUL UNLESS MADE PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PERMIT, AS APPLICABLE, UNDER THE SECURITIES ACT OR APPLICABLE BLUE
SKY LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION AND/OR QUALIFICATION UNDER THE
SECURITIES ACT AND APPLICABLE BLUE SKY LAWS IS AVAILABLE OR AN OPINION OF
COUNSEL, OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY, IS PROVIDED
TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT
REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS.

    


    


    


    


    



    
      
         


      

      
         

        
          

        

      

      
         


      

    


    ENCORE
BRANDS, INC.

    CONVERTIBLE
PROMISSORY NOTE

    


    


    


    


    Amount:
$50,000                 Dated:
December 18, 2009

    


    


    


    FOR VALUE
RECEIVED, the undersigned, Encore Brands, Inc., a Nevada corporation ("Maker"),
promises to pay to the order of Mr. Peter Staddon, an individual ("Lender"), the
principal sum of Fifty Thousand ($50,000.00) Dollars,
("Amount  Advanced") on or before    , 2010
("Maturity Date"). Maker and Lender are collectively referred to hereinafter as
the "Parties."  This Promissory Note (“Note”) is issued in connection
with a certain Bridge Loan and Investment Agreement by and between Maker and
Lender (“Bridge Loan Agreement”).  Any undefined terms shall have the
meaning ascribed to them in the Bridge Loan Agreement.

    


    
      	
               
      

            	
              1.

            	
              Interest
      Rate.

            


    

    


    The
unpaid principal under this Note shall bear interest at the rate of ten percent
(10%) per annum.

    


    
      	
               
      

            	
              2.

            	
              Calculation of
      Interest.

            


    

    


    All
interest due hereunder shall be computed on the basis of a year of 360 days for
the actual number of days elapsed.

    


    
      	
               
      

            	
              3.

            	
              Financing and
      Documentation Fee.

            


    

    


    Maker
agrees to pay a financing and documentation fee (“Financing Fee”) to Lender in
the amount of One Thousand ($1,000.00) Dollars.

    


    
      	
               
      

            	
              4.

            	
              Payments.

            


    

    


    Any and
all accrued interest together with the principal and Financing Fee shall be due
and payable to Lender, at Lender's address of record, on the Maturity
Date.

    


    
      	
               
      

            	
              5.

            	
              Voluntary
      Prepayment.

            


    

    


    Maker
may, at any time, prepay the unpaid Amount Advanced evidenced by this Note, in
whole or in part, without penalty or premium, by paying to Lender, in cash or by
wire transfer or immediately available federal funds, the amount of such
prepayment which shall include accrued interest and the Financing
Fee.  If any such prepayment is less than a full repayment, then such
prepayment shall be applied first to the payment of accrued interest and the
remaining balance shall be applied to the payment of principal.

    


    
      	
               
      

            	
              6.

            	
              Lawful
      Money; Designated Places of Payment.

            


    

    


    All
principal and interest due hereunder is payable in lawful money of the United
States of America, in immediately available funds, at Lender's address of record
no later than 5:00 p.m., Pacific Standard Time, on the day payment is
due.

    


    
      	
               
      

            	
              7.

            	
              Usury
      Matters

            


    

    


    It is
expressly stipulated and agreed to be the intent of Maker and Lender to comply
with, at all times, the applicable state law governing the maximum rate or
amount of interest payable on the Note (or applicable federal law to the extent
that it permits the Lender to contract for, charge, take, reserve or receive a
greater amount of interest than under applicable state law).  In the
event the


    
      
         


      

      
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    applicable
law is judicially interpreted so as to render usurious any amount called for
under the Note or contracted for, charged, taken, reserved or received with
respect to such indebtedness, or if any prepayment by Maker results in Maker
having paid any interest in excess of that permitted by applicable law, then it
is the express intent of both Maker and Lender that all excess amounts
theretofore collected by Lender be credited on the principal balance of the Note
(or, if this Note has been or would thereby be paid in full, refunded to Maker),
and the provisions of the Note shall immediately be deemed amended and the
amounts thereafter collectible hereunder and thereunder reduced, without the
necessity of the execution of any new, or amendment to any existing, document,
so as to comply with the applicable law, but so as to permit the recovery of the
fullest amount otherwise called for hereunder and thereunder.

    


    
      	
               
      

            	
              8.

            	
              Waivers.

            


    

    


    Except as
set forth elsewhere herein, Maker, for itself and its legal representatives,
successors, and assigns, expressly waives presentment, protest, demand, notice
of dishonor, notice of nonpayment, notice of maturity, notice of protest, notice
of intent to accelerate, notice of acceleration, presentment for the purpose of
accelerating maturity, and diligence in collection.

    


    
      	
               
      

            	
              9.

            	
              Default.

            


    

    


    Maker
shall be deemed in default if any of the following events occur: (a) Maker fails
to make payments hereunder when due; (b) the entry of a decree or order by a
court having appropriate jurisdiction adjudging Maker a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization or liquidation
of Maker under the Federal Bankruptcy Act or any other applicable federal or
state law, or appointing a receiver, liquidator, assignee or trustee over
any  substantial portion of Maker’s property, or ordering the winding
up or liquidation of Maker's affairs, and the continuance of any such decree or
order unstayed and in effect for a period of sixty (60) consecutive days; or (c)
the institution by Maker 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 the consent by it to the filing of any such petition
or to the appointment of a receiver, liquidator, assignee or trustee of Maker
contained in this Note, within 20 days after receipt of written notice from
Lender demanding such compliance.

    


    
      	
               
      

            	
              10.

            	
              Security
      Interests.

            


    

    


    It is
further understood that this Note is secured by the security interests granted
to Lender pursuant to the Bridge Loan Agreement between the
Parties.

    


    
      	
               
      

            	
              11.

            	
              Attorneys'
      Fees.

            


    

    


    In the
event it should become necessary to employ counsel to collect this Note, Maker
agrees to pay the reasonable attorneys' fees and costs incurred by Lender in
connection with Lender's collection efforts, irrespective of whether Lender
files suit against Maker.


    
      
         


      

      
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              12.

            	
              Section
      Headings.

            


    

    


    Headings
and numbers have been set forth for convenience only.  Unless the
contrary is compelled by the context, the language set forth in each paragraph
applies equally to the entire Note.

    


    
      	
               
      

            	
              13.

            	
              Amendments
      in Writing.

            


    

    


    This Note
may only be changed, modified or amended in writing signed by the
Parties.

    


    
      	
               
      

            	
              14.

            	
              Choice
      of Law.

            


    

    


    The Note
and all transactions hereunder and evidenced hereby shall be governed by,
construed under, and enforced in accordance with the laws of the State of
California.

    


    
      	
               
      

            	
              15.

            	
              Conversion
      and Share Issuance.

            


    

    


    Lender
shall have the right, but not the obligation to convert all, or any portion, of
the Amount Advanced and accrued interest into shares of common stock of
Maker.  The conversion shall be performed in accordance with the
procedure and terms set forth in the Bridge Loan Agreement.  In the
event of such a conversion, Maker shall pay the Financing Fee to Lender within
ten (10) business days from the date Lender elects to convert.

    


    "MAKER"

    Encore
Brands, Inc., a Nevada corporation

    


    Signature: /s/ Gareth
West

    Gareth
West

    Chairman
and Chief Executive
Officer

    


    


    


    



    
      
         


      

      
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