f8k051109ex10ii_soact.htm


     

    Exhibit
10.2

     

     Promissory
Note

    
 

    
      
        
          
            	
                    $9,500.00

                  	
                    Date
      of Issuance

                    May
      11, 2009

                  


          

        

      

    

    


    FOR VALUE
RECEIVED, So Act Network, Inc., a Delaware corporation (the "Maker"), with an
address at 5715 Will Clayton, Parkway, #6572 Humble, TX 77338, for value
received, hereby promises to pay to the order of Greg Halpern (the “Payee”),
with an address of 5715 Will Clayton, Parkway, #6572 Humble, TX 77338 or
his designees, the principal sum of $9,500.00 (the “Principal Amount”), together
with interest at the prime rate as of the Date of Issuance until all principal
under this Note is paid in full.  The principal balance of this Note
may be prepaid in whole or in part, at any time and from time to time, without
premium or penalty, together with all accrued interest on the principal balance
so prepaid. All prepayments and the other payments under this Note shall be
applied first to accrued but unpaid interest, and then to the unpaid principal
balance, until all principal and accrued interest under this Note have been paid
in full.

     

    No change, amendment, modification,
termination, waiver, or discharge, in whole or in part, of any provision of this
Note shall be effective unless in writing and signed by the Maker and Payee, and
with respect to a waiver or discharge so given by the Payee, shall be effective
only in the specific instance in which given.  The Maker acknowledges
that this Note and the Maker’s obligations under this Note are, and shall at all
times continue to be, absolute and unconditional in all respects, and shall at
all times be valid and enforceable.  The Payee, at his discretion, may
unilaterally offset any of his obligations to Maker by reducing any installments
at any time payable under this Note.

    


    In the event any one or more of the
provisions contained in this Note should be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

    


    This Note binds the Maker and its
successors and assigns, and Maker shall have the right to assign, transfer or
delegate its rights or obligations under this Note with the Payee’s consent, and
this Note shall inure to the benefit of Payee and its successors and
assigns.   This Note shall be construed in accordance with and
governed by the laws of the State of Delaware without giving effect to conflict
of law principles.

    


    


    [Signature
Page Follows]

    


    


    
      
        
        

      

      
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    [Signature
Page to the Note]

    


    


    IN
WITNESS WHEREOF, this Note has been executed and delivered on the date specified
above by the duly authorized representative of the Company.

     

    
       

      
        
          
            
              
                
                  
                    
                      	 	So
      Act Network,
      Inc. 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/ Greg Halpern	 
	 	 	Name:  Greg
      Halpern	 
	 	 	Title:
      President	 
	 	 	 	 
	 	 	 	 
	 	Greg
      Halpern	 
	 	 	 	 
	 	 	/s/ Greg Halpern	 


                    

                  

                

              

            

          

        

      

       

    

    
 

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