Unassociated Document


    EXHIBIT
      10.2

     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933,
      AS
      AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CANCABLE INC. THAT
      SUCH
      REGISTRATION IS NOT REQUIRED.

     

    SECURED
      TERM NOTE

     

    FOR
      VALUE
      RECEIVED, CANCABLE INC., an Ontario corporation (the “Borrower”),
      hereby promises to pay to LAURUS MASTER FUND, LTD., M&C Corporate Services
      Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
      Cayman, Cayman Islands, Fax: 345-949-8080 (the “Holder”)
      or its
      registered assigns or successors in interest, on order, the sum of Six Million
      Eight Hundred Sixty-Five Thousand Dollars in lawful money of the United States
      (USD6,865,000), together with any accrued and unpaid interest hereon, on
      December 31, 2011 (the “Maturity
      Date”)
      if not
      sooner paid. 

     

    Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in that certain Securities Purchase Agreement dated as of the date hereof
      between the Borrower and the Holder (as amended, modified or supplemented from
      time to time, the “Purchase
      Agreement”).

     

    The
      following terms shall apply to this Note:

     

    ARTICLE
      I

    INTEREST
      & AMORTIZATION

     

    
      	1.1  	
              Interest
                Rate.
                Subject to Sections 2.10
                and 3.8
                hereof, interest payable on the outstanding principal amount of this
                Note
                shall accrue at a rate per annum (the “Interest
                Rate”)
                equal to the “prime rate” published in The Wall Street Journal from time
                to time, plus one and three quarters percent (1.75%). The prime rate
                shall
                be increased or decreased as the case may be for each increase or
                decrease
                in the prime rate in an amount equal to such increase or decrease
                in the
                prime rate; each change to be effective as of the day of the change
                in
                such rate. Subject to Section 1.1
                hereof, the Interest Rate shall not be less than seven percent (7%)
                per
                annum. Interest shall be calculated on the basis of a 360 day year.
                Interest shall accrue but not be payable during the period commencing
                on
                December 30, 2005 and shall be payable, in arrears, commencing on
                February
                1, 2005 and on the first business day of each consecutive calendar
                month
                thereafter (each, a “Repayment
                Date”)
                and on the Maturity Date, whether by acceleration or
                otherwise. 

            


    

     

    
      	1.2  	
              Currency.
                All principal, interest and other amounts owing under this Note,
                the
                Purchase Agreement or any Related Agreement that, in accordance with
                their
                terms, are paid in cash shall be paid in US dollars. All amounts
                denominated in other currencies shall be converted in the US dollar
                equivalent amount in accordance with the Exchange Rate on the date
                of
                calculation. “Exchange Rate” means, in relation to any amount of currency
                to be converted into US dollars pursuant to this Note, the US dollar
                exchange rate as published in the Wall Street Journal on the relevant
                date
                of calculation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.3  	
              Taxes.

            


    

     

    
      	(a)  	
              Any
                and all payments by the Borrower hereunder, including any amounts
                received
                on redemption of the Note and any amounts on account of interest
                or deemed
                interest, shall be made free and clear of and without deduction for
                any
                and all present or future taxes, levies, imposts, deductions, charges
                or
                withholdings, and all liabilities with respect thereto, excluding
                taxes
                imposed on net income or franchise taxes of the Holder by the jurisdiction
                in which such person is organized or has its principal office (all
                such
                non-excluded taxes, levies, imposts, deductions, charges withholdings
                and
                liabilities, collectively or individually, “Taxes”).
                If the Borrower shall be required to deduct any Taxes from or in
                respect
                of any sum payable hereunder to the Holder, (i) the sum payable shall
                be increased by the amount (an “additional
                amount”)
                necessary so that after making all required deductions (including
                deductions applicable to additional sums payable under this
                Section 1.3)
                the Holder shall receive an amount equal to the sum it would have
                received
                had no such deductions been made, (ii) the Borrower shall make such
                deductions and (iii) the Borrower shall pay the full amount deducted
                to the relevant governmental authority in accordance with applicable
                law.

            


    

     

    
      	(b)  	
              In
                addition, Borrower agrees to pay to the relevant governmental authority
                in
                accordance with applicable law any present or future stamp or documentary
                taxes or any other excise or property taxes, charges or similar levies
                that arise from any payment made hereunder or from the execution,
                delivery
                or registration of, or otherwise with respect to, this Note (“Other
                Taxes”).
                The Borrower shall deliver to the Holder official receipts, if any,
                in
                respect of any Taxes or Other Taxes payable hereunder promptly after
                payment of such Taxes or Other Taxes or other evidence of payment
                reasonably acceptable to the
                Holder.

            


    

     

    
      	(c)  	
              The
                obligations of the Borrower under this Section 1.3
                shall survive the termination of this Note and the payment of the
                Note and
                all other amounts payable
                hereunder.

            


    

     

    
      	1.4  	
              Minimum
                Monthly Principal Amount.
                Amortizing payments of the aggregate principal amount outstanding
                under
                this Note shall begin on October 2,
                2006
                and shall recur on the first business day of each succeeding month
                thereafter until the Maturity Date as set forth in the amortization
                schedule annexed hereto as Schedule A. Notwithstanding any other
                provision
                of this Note, the Borrower is not obligated, except upon an Event
                of
                Default, to pay more than 25% of the Principal Amount prior to December
                31, 2011.

            


    

     

    
      	1.5  	
              Mandatory
                Redemption.
                The total outstanding Principal Amount together with any accrued
                and
                unpaid interest and any and all other unpaid amounts which are then
                owing
                by the Borrower to the Holder under this Note, the Purchase Agreement
                and/or any other Related Agreement shall be due and payable on the
                Maturity Date.

            


    

     

    
      	1.6  	
              Optional
                Redemption of Amortizing Principal Amount.
                The Borrower will have the option of prepaying the outstanding Principal
                Amount (“Optional
                Redemption”),
                in whole or in part, by paying to the Holder a sum of money equal
                to the
                Applicable Principal Amount (as defined below) to be redeemed, together
                with accrued but unpaid interest thereon and any and all other sums
                due,
                accrued or payable to the Holder arising under this Note, the Purchase
                Agreement or any other Related Agreement (the “Redemption
                Amount”)
                on the day written notice of redemption (the “Notice
                of Redemption”)
                is given to the Holder. The Notice of Amortizing Redemption shall
                specify
                the date for such Optional Redemption (the “Redemption
                Payment Date”),
                which date shall be seven (7) business days after the date of the
                Notice
                of Redemption (the “Redemption
                Period”).
                On the Redemption Payment Date, the Redemption Amount shall be paid
                in
                good funds to the Holder. In the event the Borrower fails to pay
                the
                Redemption Amount on the Redemption Payment Date as set forth herein,
                then
                such Notice of Redemption will be null and void. For the purposes
                of this
                Section 1.6,
                the “Applicable
                Principal Amount”
                shall mean the outstanding Principal Amount to be repaid (to a maximum
                of
                40% of the original Principal Amount when aggregated with all optional
                prepayments of outstanding Principal Amount made in accordance with
                this
                provision from time to time during the term of this Note) and
                105%
                of the outstanding Principal Amount to be repaid in accordance with
                this
                provision in excess of 40% of the original Principal Amount. In the
                event
                of an optional prepayment made in accordance with this provision,
                the
                Borrower shall be entitled to require all or any portion of the Principal
                Amount repaid (but not any premium forming part of the Applicable
                Principal Amount) to be applied in satisfaction of all or any portion
                of
                one or more monthly amortization payments required to be made in
                accordance with Section 1.4 of this
                Note.

            


    

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    EVENTS
      OF DEFAULT

     

    Upon
      the
      occurrence and continuance of an Event of Default beyond any applicable grace
      period, the Holder may make all sums of principal, interest and other fees
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable. In the event of such an acceleration, the amount due and owing
      to
      the Holder shall be 120% of the outstanding principal amount of the Note (plus
      accrued and unpaid interest and fees, if any) (the “Default
      Payment”).
      The
      Default Payment shall be applied first to any fees due and payable to Holder
      pursuant to this Note, the Purchase Agreement or the Related Agreements, then
      to
      accrued and unpaid interest due on the Note and then to outstanding principal
      balance of the Note.

     

    The
      occurrence of any of the following events set forth in
      Sections 2.1
      through
2.9,
      inclusive, is an “Event
      of Default”:

     

    
      	2.1  	
              Failure
                to Pay Principal, Interest or other Fees.
                The Borrower fails to pay when due any instalment of principal, interest
                or other fees hereon in accordance herewith, or the Borrower fails
                to pay
                when due any amount due under any other promissory note issued by
                Borrower, and in any such case, such failure shall continue for a
                period
                of three (3) days following the date upon which any such payment
                was
                due.

            


    

     

    
      	2.2  	
              Breach
                of Covenant.
                The Borrower breaches any covenant or any other term or condition
                of this
                Note or the Purchase Agreement in any material respect, or the Borrower
                or
                any of its Subsidiaries breaches any covenant or any other term or
                condition of any Related Agreement in any material respect and, any
                such
                case, such breach, if subject to cure, continues for a period of
                fifteen
                (15) days after the occurrence
                thereof.

            


    

     

    
      	2.3  	
              Breach
                of Representations and Warranties.
                Any representation or warranty made by the Borrower in this Note
                or the
                Purchase Agreement, or by the Borrower or any of its Subsidiaries
                in any
                Related Agreement, shall, in any such case, be false or misleading
                in any
                material respect on the date that such representation or warranty
                was made
                or deemed made.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	2.4  	
              Receiver
                or Trustee.
                The Borrower or any of its Subsidiaries shall make an assignment
                for the
                benefit of creditors, or apply for or consent to the appointment
                of a
                receiver or trustee for it or for a substantial part of its property
                or
                business; or such a receiver or trustee shall otherwise be
                appointed.

            


    

     

    
      	2.5  	
              Judgments.
                Any money judgment, writ or similar final process shall be entered
                or
                filed against the Borrower or any of its Subsidiaries or any of their
                respective property or other assets for more than USD250,000, and
                shall
                remain unvacated, unbonded or unstayed for a period of sixty
                days.

            


    

     

    
      	2.6  	
              Bankruptcy.
                Bankruptcy, insolvency, reorganization or liquidation proceedings
                or other
                proceedings or relief under any bankruptcy law or any law for the
                relief
                of debtors shall be instituted (i) by the Borrower or any of its
                Subsidiaries or (ii) against the Borrower or any of its Subsidiaries
                and,
                solely in the case of this clause (ii), remains undismissed for a
                period
                of 60 days.

            


    

     

    
      	2.7  	
              Failure
                to Deliver Replacement Note.
                The Borrower shall fail to deliver a replacement Note to Holder within
                seven (7) business days following the required date of such issuance
                pursuant to this Note, the Purchase Agreement or any Related Agreement
                (to
                the extent required under such
                agreements).

            


    

     

    
      	2.8  	
              Default
                Under Related Agreements or Other Agreements.
                The occurrence and continuance of (i) any Event of Default (as
                defined in the Purchase Agreement or any Related Agreement), (ii) any
                Event of Default under and as defined in any of (x) that certain
                Secured
                Convertible Term Note issued by Creative Vistas, Inc. (“Parent”)
                to the Holder, dated September 30, 2004 (as amended, modified or
                supplemented from time to time, the “2004
                Term Note”),
                (y) the Purchase Agreement referred to in the 2004 Term Note (as
                amended,
                modified or supplemented from time to time, the “2004
                Purchase Agreement”
                and/or (z) any Related Agreement referred to in the 2004 Purchase
                Agreement, as each may be amended, modified or supplemented from
                time to
                time, (iii) any Event of Default under and as defined in any of (x)
                that certain Security Agreement, dated as of September 30, 2004,
                by and
                among Parent, certain subsidiaries of the Parent and the Holder (as
                amended, modified or supplemented from time to time, the “2004
                Security Agreement”)
                and/or (y) any Ancillary Agreement referred to in the 2004 Security
                Agreement (as each may be amended, modified or supplemented from
                time to
                time and/or (iv) any event of default (or similar term) under any
                other
                indebtedness.

            


    

     

    
      	2.9  	
              Change
                in Control.
                

            


    

     

    
      	(a)  	
              (i) Any
                person or company (other than the Holder) or any person or company
                acting
                jointly or in concert with any person or company (other than the
                Holder)
                is or becomes the “beneficial owner” (as defined in Rules 13(d)-3 and
                13(d)-5 under the Exchange
                Act),
                directly or indirectly, of 35% or more on a fully diluted basis of
                the
                then outstanding voting equity interest of the Borrower or (ii) the
                Board of Directors of the Borrower shall cease to consist of a majority
                of
                the Board of Directors of the Borrower on the date hereof (or directors
                appointed by a majority of the Board of Directors in effect immediately
                prior to such appointment).

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              (i) Any
                person or company (other than the Holder) or any person or company
                acting
                jointly or in concert with any person or company (other than the
                Holder)
                is or becomes the “beneficial owner” (as defined in Rules 13(d)-3 and
                13(d)-5 under the Exchange
                Act),
                directly or indirectly, of 35% or more on a fully diluted basis of
                the
                then outstanding voting equity interest of the Parent or (ii) the
                Board of Directors of the Parent shall cease to consist of a majority
                of
                the Board of Directors of the Parent on the date hereof (or directors
                appointed by a majority of the Board of Directors in effect immediately
                prior to such appointment).

            


    

     

    
      	(c)  	
              (i) Any
                person or company (other than the Holder) or any person or company
                acting
                jointly or in concert with any person or company (other than the
                Holder)
                is or becomes the “beneficial owner” (as defined in Rules 13(d)-3 and
                13(d)-5 under the Exchange
                Act),
                directly or indirectly, of 35% or more on a fully diluted basis of
                the
                then outstanding voting equity interest of Cancable Holding Corp.
                or
                (ii) the Board of Directors of the Cancable Holding Corp. shall cease
                to consist of a majority of the Board of Directors of Cancable Holding
                Corp on the date hereof (or directors appointed by a majority of
                the Board
                of Directors in effect immediately prior to such
                appointment).

            


    

     

    
      	2.10  	
              Default
                Interest Rate.
                Following the occurrence and during the continuance of an Event of
                Default
                and following the expiration of all applicable notice and cure periods
                related thereto, the Borrower shall pay additional interest on this
                Note
                on a monthly basis in an amount equal to eighteen (18%) per annum,
                and all
                outstanding obligations under this Note, including unpaid interest,
                shall
                continue to accrue such additional interest from the date of such
                Event of
                Default until the date such Event of Default is cured or
                waived. 

            


    

     

    
      	2.11  	
              Cumulative
                Remedies.
                The remedies under this Note shall be
                cumulative.

            


    

     

    ARTICLE
      III

    MISCELLANEOUS

     

    
      	3.1  	
              Failure
                or Indulgence Not Waiver.
                No failure or delay on the part of the Holder hereof in the exercise
                of
                any power, right or privilege hereunder shall operate as a waiver
                thereof,
                nor shall any single or partial exercise of any such power, right
                or
                privilege preclude other or further exercise thereof or of any other
                right, power or privilege. All rights and remedies existing hereunder
                are
                cumulative to, and not exclusive of, any rights or remedies otherwise
                available.

            


    

     

    
      	3.2  	
              Notices.
                Any notice herein required or permitted to be given shall be in writing
                and provided in accordance with the terms of the Purchase
                Agreement.

            


    

     

    
      	3.3  	
              Amendment
                Provision.
                The term “Note” and all reference thereto, as used throughout this
                instrument, shall mean this instrument as originally executed, or
                if later
                amended or supplemented, then as so amended or supplemented, and
                any
                successor instrument issued pursuant to Section 3.4
                hereof, as it may be amended or
                supplemented.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	3.4  	
              Assignability.
                This Note shall be binding upon the Borrower and its successors and
                assigns, and shall be binding upon and inure to the benefit of the
                Holder
                and its successors and assigns, and may be assigned by the Holder
                in
                accordance with the requirements of the Purchase Agreement. This
                Note
                shall not be assigned by the Borrower without the consent of the
                Holder.

            


    

     

    
      	3.5  	
              Governing
                Law.
                This Note shall be governed by and construed in accordance with the
                laws
                of the State of New York, without regard to principles of conflicts
                of
                laws. Any action brought by either party against the other concerning
                the
                transactions contemplated by this Agreement shall be brought only
                in the
                state courts of New York or in the federal courts located in the
                state of
                New York. Both parties to this Note agree to submit to the jurisdiction
                of
                such courts. The prevailing party shall be entitled to recover from
                the
                other party its reasonable attorney’s fees and costs. In the event that
                any provision of this Note is invalid or unenforceable under any
                applicable statute or rule of law, then such provision shall be deemed
                inoperative to the extent that it may conflict therewith and shall
                be
                deemed modified to conform with such statute or rule of law. Any
                such
                provision which may prove invalid or unenforceable under any law
                shall not
                affect the validity or unenforceability of any other provision of
                this
                Note. Nothing contained herein shall be deemed or operate to preclude
                the
                Holder from bringing suit or taking other legal action against the
                Borrower in any other jurisdiction to collect on the Borrower’s
                obligations to Holder, to realize on any collateral or any other
                security
                for such obligations, or to enforce a judgment or other court in
                favour of
                the Holder.

            


    

     

    
      	3.6  	
              Maximum
                Payments.
                Nothing contained herein shall be deemed to establish or require
                the
                payment of a rate of interest or other charges in excess of the maximum
                permitted by applicable law. In the event that the rate of interest
                required to be paid or other charges hereunder exceed the maximum
                permitted by such law, any payments in excess of such maximum shall
                be
                credited against amounts owed by the Borrower to the Holder and thus
                refunded to the Borrower.

            


    

     

    
      	3.7  	
              Security
                Interest and Guarantee.
                The Holder has been granted a security interest in certain assets of
                the Borrower and its affiliates as more fully described in the (i)
                Master
                Security Agreement dated as of the date hereof granted by the Borrower,
                Cancable Holding Corp., Cancable, Inc., Iview Digital Solutions Inc.
                and
                the Parent and (ii) Master Security Agreement dated as of September
                30,
                2004 granted by the Parent, Creative Vistas Acquisition Corp. and
                A.C.
                Technical Systems Ltd. The obligations of the Borrower under this
                Note are
                guaranteed by certain affiliates of the Borrower pursuant the Guarantee
                dated as of the date hereof granted by the Parent, Cancable Holding
                Corp.,
                Cancable, Inc., Iview Digital Solutions Inc., Creative Vistas Acquisition
                Corp. and A.C. Technical Systems Ltd.


            


    

     

    
      	3.8  	
              Construction.
                Each party acknowledges that its legal counsel participated in the
                preparation of this Note and, therefore, stipulates that the rule
                of
                construction that ambiguities are to be resolved against the drafting
                party shall not be applied in the interpretation of this Note to
                favour
                any party against the other. 

            


    

     

    
      	3.9  	
              Cost
                of Collection.
                If default is made in the payment of this Note, the Borrower shall
                pay to
                Holder reasonable costs of collection, including reasonable attorney’s
                fees. 

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF,
      the
      Borrower has caused this Note to be signed in its name effective as of this
      31st
      day of
      December, 2005.

     

    
      CANCABLE
        INC. (Ontario)

       

      By:  
        /s/
        Ross Jepson 
        
          

        

      

      Name:
        Ross Jepson

      Title:
        President

       

      ACKNOWLEDGED
        BY:

       

      CREATIVE
        VISTAS, INC. (Arizona)

       

      By:  
        /s/
        Dominic Burns 
        
          

        

      

      Name:
        Dominic Burns

      Title:
        President

       

       

      CANCABLE
        HOLDING CORP. (Delaware)

       

      By:  
        /s/
        Sayan
        Navaratnam

      
        

      

      Name:
        Sayan Navaratnam

      Title:
        Chairman and CEO

       

       

      CANCABLE,
        INC. (Nevada)

       

      By:  
        /s/
        Ross
        Jepson

      
        

      

      Name:
        Ross Jepson

      Title:
        President and Secretary

       

       

      CREATIVE
        VISTAS ACQUISITION CORP. (Ontario)

       

      By:  
        /s/
        Sayan
        Navaratnam

      
        

      

      Name:
        Sayan Navaratnam

      Title:
        President and Secretary

       

       

      IVIEW
        DIGITAL VIDEO SOLUTIONS INC. (Canada)

       

      By:  
        /s/
        Sayan
        Navaratnam

      
        
          

        

      

      Name:
        Sayan Navaratnam

      Title:
        President

       

       

      A.C.
        TECHNICAL SYSTEMS LTD. (Ontario)

       

      By:  
        /s/
        Dominic Burns

      
        
          

        

      

      Name:
        Dominic Burns

      Title:
        President and Secretary

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

    

    
       

      SCHEDULE
        “A”

    

     

    AMORTIZATION
      SCHEDULE

     

    
      	
              Months

            	 	
              Monthly
                Amortization

            	 
	
              October
                2006 - June 2008

            	 	 	
              USD81,726