Oasis Online Technologies Corp - Exhibit 10.2





EXHIBIT 10.2






PROMISSORY NOTE 



$_______________ 



________________, 2008 



FOR VALUE RECEIVED, ____________________, hereinafter the "Obligor," promises
to pay to OASIS ONLINE TECHNOLOGIES CORP, a Minnesota corporation ("OASIS"), the
principal sum of ______________________ ($_____________) payable in _______ monthly
installments, due on the 1st of each month and with the first installment due
on ______________ (the "Due Dates"). No payments shall be due prior to the Due
Dates. All payments pursuant to this Note shall be paid in lawful money of the
United States at the principal office of OASIS or at such other place as OASIS
may designate in writing. 



This Promissory Note is given as payment for the purchase, pursuant to a Stock
Subscription Agreement dated of even date herewith, of ________________ shares
of Common Stock of OASIS. This Note is secured by a pledge of the Shares, but
is otherwise non-recourse against the Obligor. 



This Note may not be assigned, nor the securities underlying this Note transferred,
by OASIS. 



Without affecting the liability of any maker, endorser or guarantor, OASIS may,
without notice, renew or extend the time for payment or accept partial payments.
Any maker, endorser or guarantor hereby waives presentment, demand, protest or
notice of intention to accelerate. 



IN WITNESS WHEREOF, the Obligor has caused this Note to be executed effective
as of the date and year first above written.







_________________________________ 

(Obligor Signature) 





 






STOCK PLEDGE AGREEMENT 



THIS AGREEMENT is made as of this ____ day of ____________, 2008, by and between
Oasis Online Technologies Corp, hereinafter referred to as "Secured Party" and
__________________, hereinafter referred to as "Debtor". 



IN CONSIDERATION of the mutual covenants and promises herein contained, the Secured
Party and Debtor agree: 



1) SECURITY INTEREST. For value received, Debtor hereby grants Secured Party a
security interest in _____________ of his shares of Common Stock of Secured Party,
(the shares hereinafter referred to as the "Shares"), together with all rights
related thereto. 



2) OBLIGATION SECURED. The Shares shall secure payment of the indebtedness and
obligations of Debtor (the "Indebtedness") under the certain Stock Subscription
Agreement of the ______ day of ________________, 2008, by and between the parties
hereto (the "Agreement") and the certain Note (the "Note") of the _____ day of
____________, 2008, issued by Debtor to Secured Party. 



3) REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Debtor represents, warrants and
agrees that: 



(a) Debtor will deliver to Secured Party such certificate(s) representing the
Shares, along with duly executed stock powers, in blank. 



(b) Debtor is the owner of the Shares free and clear of all liens, encumbrances,
security interests, restrictions on transfer and other restrictions, except this
security interest. 



(c) Debtor will keep the Shares free and clear of all liens, encumbrances, security
interests and restrictions, except this security interest, will defend the Shares
against all claims and demands of anyone other than Secured Party, and will not
sell or otherwise dispose of the Shares or any interest therein. 



(d) Debtor will pay, when due, all taxes and other governmental charges levied
or assessed upon or against any Shares. 



(e) Debtor will deliver to Secured Party in pledge as additional security any
securities distributed on account of the Shares such as stock dividends or securities
arising from stock splits, reorganizations or recapitalizations. This subparagraph
shall not be construed to authorize distributions if such distributions are prohibited
by any other agreement between the parties. 



4) EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute
an Event of Default: 









(a) Failure by Debtor to honor or perform any of the terms and conditions of this
Stock Pledge Agreement, the Agreement or the Note between the parties hereto.




(b) Default by Debtor in the payment when due of the principal of the Indebtedness,
any installment thereto, or any interest thereon, whether at maturity, by acceleration,
or otherwise. 



5) REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default
and at any time thereafter, Secured Party may give notice of Event of Default
to Debtor. If said Event of Default is not cured within ten (10) days after said
notice is given, the entire Indebtedness shall, at Secured Party's option, become
immediately due and payable; and Secured Party may exercise and enforce with respect
to the Shares any or all rights and remedies available upon default to a secured
party under the Uniform Commercial Code, including the right to offer and sell
the Shares privately to purchasers who will agree to take the Shares for investment
and not with a view to distribution and who will agree to the imposition of restrictive
legends on the certificates representing the Shares, and the right to arrange
for a sale which would otherwise qualify as exempt from registration under the
Securities Act of 1933. If notice to Debtor of any intended disposition of the
Shares or any other intended action is required by law in a particular instance,
such notice shall be deemed commercially reasonable if given at least ten (10)
calendar days prior to the date of intended disposition or other action. Nothing
in this Agreement shall abridge Secured Party's right to exercise or enforce any
or all other rights or remedies available to Secured party by law or agreement
against the Shares, against Debtor or against any other person or property. 



6) MISCELLANEOUS. Any disposition of the Shares in the manner provided in Paragraph
5 shall be deemed commercially reasonable. This Agreement can be waived, modified,
amended, terminated or discharged, and this security interest can be released,
only explicitly in a writing signed by Secured Party. A waiver signed by Secured
Party shall be effective only in the specific instance and for the specific purpose
given. Mere delay or failure to act shall not preclude the exercise or enforcement
of any of Secured Party's rights or remedies. All rights and remedies of Secured
Party shall be cumulative and may be exercised singularly or concurrently, at
Secured Party's option, and the exercise or enforcement of any one such right
or remedy shall neither be a condition to nor bar the exercise or enforcement
of any other. All notices to be given to Debtor shall be deemed sufficiently given
if delivered or mailed by registered or certified mail, postage prepaid, to Debtor
at the most recent address shown on Secured Party's records. Secured Party's duty
of care with respect to the Shares in its possession (as imposed by law) shall
be deemed fulfilled if Secured Party exercises reasonable care in physically safekeeping
the Shares or exercises reasonable care in the selection of the bailee or other
third person as custodian of the Shares, and Secured Party need not otherwise
preserve, protect, insure or care for the Shares. Secured Party is not obligated
to preserve any rights Debtor may have against prior parties, to realize on the
Shares at all or in any particular manner or order, or to apply any cash proceeds
of the Shares in any particular order of application. This Agreement shall be
binding upon and inure to the benefit of Debtor and Secured Party and their respective
successors and assigns. Except to the extent otherwise required by law, this Agreement
shall be governed by the internal laws of the State of Minnesota, and, unless
the context otherwise requires, all terms used herein which are defined in Articles
1 and 9 of the Uniform Commercial Code, as in effect in said State, shall have
the meanings therein stated. If any provision or 











application of this Agreement is held unlawful or unenforceable
in any respect, such illegality or unenforceability provision or application had
never been contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and performance
of this Agreement and the creation and payment of the Indebtedness. 



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written. 



OASIS ONLINE TECHNOLOGIES CORP, SECURED PARTY 





By:_______________________________________ 

Its:___________________________________ 





__________________________________________ 

_________________, Debtor