Exhibit
10.2


 


THIS
3% NOTE IS ISSUED IN EXCHANGE FOR ALL OF THAT CERTAIN DEMAND NOTE ISSUED TO SEAN LEE ON APRIL 30, 2011 BY THE COMPANY. 


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION. AS A RESULT, FOLLOWING ANY REDEMPTION
OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND
ACCRUED INTEREST SET FORTH BELOW.


 


 


3%
UNSECURED TERM NOTE DUE JUNE 30, 2017


 


OF


 


VALUESETTERS
INC.


 


 


Issuance
Date: July 24, 2014


Issuance
Date of Original Note: April 30, 2011


Exchange
Date: July 24, 2014


Original
Principal Amount of this Exchange Note: $314,000.00


 


 


This
Note (“Note” or “Exchange Note”) is a duly authorized promissory note of Valuesetters
Inc. a corporation duly organized and existing under the laws of the State of Utah (the
“Company”), designated as the Company's 3% Term Note Due June 30, 2017 (“Maturity
Date”) in the original principal amount of Three hundred fourteen Thousand U.S. Dollars (U.S. $314,000.00) (the
“Note”).


FOR VALUE RECEIVED, the
undersigned, VALUESETTERS INC., a corporation having an address at 430 North Street White Plains, New York 10605 (“Maker”),
promises to pay, on the dates set forth below, in lawful money of the United States, to Sean Lee, an individual (“Holder”),
or assigns, the principal amount of THREE HUNDRED FOURTEEN THOUSAND and 00/100 (U.S. $314,000.00) UNITED STATES DOLLARS, at the
Maturity Date, together with 3% per annum interest thereon. Any payment which becomes due on a Saturday, Sunday or legal holiday
shall be payable on the next business day.


 


All cash payments due and
payable on this Note shall be made directly by check or wire transfer of immediately available funds to an account designated by
Holder to Maker in writing, or at such other bank or agency, or in such other manner, as Holder shall have designated by written
notice to Maker. There are no penalties for prepayments.


 


If this Note is past due
and is placed in the hands of an attorney for collection or enforcement or it is collected or enforced through any legal proceedings,
then Maker shall pay to Holder all attorneys’ fees, costs and expenses incurred in connection therewith in addition to all
other amounts due hereunder.


 











     

     

    

 


Maker (i) waives presentment
and demand for payment, notices of nonpayment and dishonor, protest of dishonor and notice of protest; (ii) waives all notices
in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement
of the payment hereof or hereunder; (iii) waives any and all lack of diligence and delays in enforcement of the payment hereof;
and (iv) consents to any and all extensions of time, renewals, waivers or modifications which may be granted by the Holder with
respect to the payment or other provisions hereof.


 


Maker may prepay this Note
in whole or in part without the prior consent of Holder and without penalty or premium.


 


The obligations of Maker
hereunder are absolute and unconditional and are not subject to any advances, offsets or counterclaims which Maker, its successors
or assigns, or any subsidiary or affiliate of any of them, may now or hereafter have against the Holder.


 


Maker agrees that in any litigation arising
out of or relating to this Note, it will waive trial by jury and not impose any setoff or counterclaim of any nature or description,
and Maker shall be absolutely and unconditionally liable hereunder.


 


This Note shall be binding
upon any successor to Maker.


 


Maker agrees that this
Note and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws and
decisions of the State of New York, without reference to the principles of conflicts of laws.


 


IN WITNESS WHEREOF, the
Maker has signed this Note as of the day and year first above written.


  





	 	 
		VALUESETTERS, INC.
	 	 
	 	By: /s/ Manuel Teixeira 
	 	      Manuel Teixeira
	 	      CEO