Exhibit 10.2





Exhibit 10.2




THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, ALL AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.



UNSECURED TERM PROMISSORY NOTE




			
	$                    
	 	Dated:                     , 2009






For Value Received, Veritec, Inc., a Nevada corporation (the “Maker” or “Company”), with
its primary offices located at 2445 Winnetka Ave. N., Golden Valley, MN 55427 U.S.A., promises to
pay to the order of                                                              or its registered assigns (the “Payee”), upon the terms set forth below, the
principal sum of                                                              AND NO/100 DOLLARS ($             
                                                ), with interest on the principal sum at the rate of eight
percent (8%) per annum. THIS UNSECURED TERM PROMISSORY NOTE (this “Note”) is not secured by any
security interest in any of the Company’s assets and the Company shall have no obligation to
provide Payee with any collateral to secure repayment of the loan evidenced by this Note. This
Note is the Note referred to the Subscription Agreement and Letter of Investment Intent by and
between the Company and Payee, dated as of the date hereof.




	1.	 	Payments.







	(a)	 	The full amount of principal and accrued interest under this Note shall be due on the
eighteen-month anniversary of the date of this Note, as first set forth above (the “Maturity
Date”), unless converted earlier in accordance with the express terms of this Note.







	(b)	 	Maker may prepay the principal sum and interest under this Note in whole or in part until
the Maturity Date or such earlier time as the principal sum and interest become due in
accordance with the terms of this Note.







	(c)	 	Any payments of principal under and pursuant to this Note shall be made in cash, by either
check or wire transfer of immediately available funds to the Payee pursuant to written
instructions from the Payee.







	2.	 	Events of Default.







	(a)	 	An “Event of Default,” wherever used herein, means any one of the following events (whatever
the reason and whether it shall be voluntary or involuntary or effected by operation of law or
pursuant to any judgment, decree or order of any court, or any order, rule or regulation of
any administrative or governmental body):







	 	(i)	 	any default in the Maker’s obligation to make payment of the principal or interest under
this Note, as and when the same shall become due and payable;







	 	(ii)	where Maker fails to observe or perform any material obligation or breaches any
material term or provision of this Note and such failure or breach shall not have been
remedied within ten (10) days after the date on which notice of such failure or breach
shall have been delivered by Payee to Maker;





 


 









 











	 	(iii)	 	a Change in Control (defined herein) of the Company; or







	 	(iv)	 	where Maker commences, or there shall be commenced against Maker, a case under
any applicable bankruptcy or insolvency laws as now or hereafter in effect or any
successor thereto, or Maker commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to Maker, or there is commenced against Maker any such bankruptcy, insolvency
or other proceeding which remains un-dismissed for a period of sixty (60) days from the
date of commencement of such proceeding; or Maker is adjudicated insolvent or bankrupt;
or any order of relief or other order approving any such case or proceeding is entered;
or Maker suffers any appointment of any custodian or the like for it or any substantial
part of its property which continues un-discharged or un-stayed for a period of sixty
(60) days; or Maker makes a general assignment for the benefit of creditors; or Maker
shall fail to pay, or shall state in writing that it is unable to pay its debts
generally as they become due.







	(b)	 	For purposes of the foregoing, a “Change in Control” shall mean the occurrence after the
date hereof of any of (i) an acquisition by one or more investors of effective control (whether
through legal or beneficial ownership of capital stock of the Company, by contract or otherwise)
of more than 33% of the voting securities of the Company, or (ii) the Company’s merger into or
consolidation with any other firm or entity or association, or the merger or consolidation of
any other firm, entity or association into or with the Company and, after giving effect to such
transaction, the shareholders of the Company immediately prior to such transaction own less than
66% of the aggregate voting power of the Company or the successor entity of such transaction, or
(iii) the Company sells or transfers all or substantially all of its assets to another firm,
entity or association and the shareholders of the Company immediately prior to such transaction
own less than 66% of the aggregate voting power of the acquiring entity immediately after the
transaction, or (iv) a replacement at one time or within a three-year period of more than
one-half of the members of the Company’s board of directors which is not approved by a majority
of those individuals who are members of the board of directors on the date hereof (or by those
individuals who are serving as members of the board of directors on any date whose nomination to
the board of directors was approved by a majority of the members of the board of directors who
are members on the date hereof), or (v) the execution by the Company of an agreement to which
the Company is a party or by which it is bound, providing for any of the events set forth in
clauses (i) through (iv) above. Notwithstanding anything to the contrary contained herein, the
acquisition by Van Thuy Tran, Larry Johanns, The Matthews Group, or any of their respective
successors in interest, nominees, trustees, executors, other person or entity in a
representative capacity, of any additional equity securities of the Company, shall not be
considered a Change in Control.







	(c)	 	If any Event of Default occurs, then the full principal amount of this Note, together with
all accrued interest thereon, shall at the Payee’s election become immediately due and payable
in the manner described in Section 1 of this Note, above. The Payee need not provide and Maker
hereby waives any presentment, demand, protest or other notice of any kind, and the Payee may
immediately and without expiration of any grace period enforce any and all of its rights and
remedies hereunder and all other remedies available to it under applicable law. Such
declaration may be rescinded and annulled by Payee at any time prior to payment hereunder. No
such rescission or annulment shall affect any subsequent Event of Default or impair any right
consequent thereon.





 


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	3.	 	Conversion.







	(a)	 	At the election of the Payee on or before the Maturity Date, the entire principal and accrued
but unpaid interest under this Note (the “Note Amount”) shall be converted and be applied as
provided in this Section 3.







	(b)	 	Any conversion of the Note Amount shall convert into purchase price payable for the
convertible promissory notes, warrants or other securities of the Company (the “Securities”),
contemplated to be sold in connection with an anticipated financing transaction (the “Proposed
Transaction”). As soon as is
practicable prior to the closing of a Proposed Transaction, the Company will notify Payee of
such Proposed Transaction (the “Conversion Notice”). Payee will have five (5) days after
receipt of the Conversion Notice to notify the Company in writing that it intends to convert
this Note into Securities as part of the Proposed Transaction. Upon any conversion pursuant
to this Section 3, the Payee will promptly upon the Company’s request (and in any event
within ten (10) business days) surrender this Note for cancellation on the Company’s books
and records or, in cases where the Note has been lost or misplaced, a duly executed
affidavit of loss with respect to the Note, in form and substance reasonably satisfactory to
the Company. Upon conversion, and regardless of whether this Note has at that time been
surrendered, the Company shall be entitled to cancel this Note on its books and records.
Payee will promptly execute such agreements and other documents as the other investors in
the Proposed Offering under which the Note will be converted are required to execute in form
and substance reasonably satisfactory to the Company.







	4.	 	No Waiver of Payee’s Rights. All payments of principal and interest shall be made
without setoff, deduction or counterclaim. No delay or failure on the part of the Payee in
exercising any of its options, powers or rights, nor any partial or single exercise of its
options, powers or rights shall constitute a waiver thereof or of any other option, power or
right, and no waiver on the part of the Payee of any of its options, powers or rights shall
constitute a waiver of any other option, power or right. Maker hereby waives presentment of
payment, protest, and all notices or demands in connection with the delivery, acceptance,
performance, default or endorsement of this Note. Acceptance by the Payee of less than the
full amount due and payable hereunder shall in no way limit the right of the Payee to require
full payment of all sums due and payable hereunder in accordance with the terms hereof.







	5.	 	Modifications. No term or provision contained herein may be modified, amended or
waived except by written agreement or consent signed by the party to be bound thereby.







	6.	 	Cumulative Rights and Remedies. The rights and remedies of Payee expressed herein
are cumulative and not exclusive of any rights and remedies otherwise available under this
Note, or applicable law (including at equity). The election of Payee to avail itself of any
one or more remedies shall not be a bar to any other available remedies, which Maker agrees
Payee may take from time to time.







	7.	 	Collection Expenses. If Payee shall commence an action or proceeding to enforce this
Note, then Maker shall reimburse Payee for its costs of collection and reasonable attorneys’
fees incurred with the investigation, preparation and prosecution of such action or
proceeding.







	8.	 	Severability. If any provision of this Note is declared by a court of competent
jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Note
shall remain in effect, and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and circumstances.







	9.	 	Successors and Assigns. This Note shall be binding upon Maker and its successors and
shall inure to the benefit of the Payee and its successors and assigns. The term “Payee” as
used herein, shall also include any endorsee, assignee or other holder of this Note.







	10.	 	Lost or Stolen Note. If this Note is lost, stolen, mutilated or otherwise destroyed,
Maker shall execute and deliver to the Payee a new promissory note containing the same terms,
and in the same form, as this Note. In such event, Maker may require the Payee to deliver to
Maker an affidavit of lost instrument and customary indemnity in respect thereof as a
condition to the delivery of any such new promissory note.







	11.	 	Governing Law; Dispute Resolution. This Note shall be governed by the laws of the
State of Minnesota without regard to its conflicts-of-law principles. Any judicial action to
enforce any right of any party under this Note may be brought and maintained in Minnesota
state or federal courts located in Hennepin County. Accordingly, the parties hereby submit to
the process, jurisdiction and venue of any such court. Each party hereby waives, and agrees
not to assert, any claim that it is not personally subject to the jurisdiction of the
foregoing courts in the State of Minnesota or that any action or other proceeding brought in
compliance with this Section is brought in an inconvenient forum.





 


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	13.	 	Notice. Any and all notices or other communications or deliveries to be provided by
the Payee hereunder shall be in writing and delivered to the Company at the address of its
principal place or business, or to the Payee at the following address:                                                             .






In Witness Whereof, the undersigned signs this Note as and on behalf of the “Maker”
and not as a surety or guarantor or in any other capacity.



	 	 	 	 	 
	 	VERITEC, INC., a Nevada corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


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