f8k061009ex10ii_iconicbrnds.htm


    
      
        Exhibit 10.2

         

        PROMISSORY
NOTE

      

    

    
      


       

      $
500,000                                                                                                                                                                                                                                          New
York, New York

    

    
        June
[__], 2009

    

    
       

      FOR VALUE RECEIVED, Harbrew Imports LTD., a New York corporation,
having an address at 1174 Route 109, Lindenhurst, New York 11757 (the “Borrower”) promises to pay to
CAPSTONE CAPITAL GROUP I, LLC,
a Delaware limited liability company, having an address at 1350 Avenue of
the Americas, New York, New York 10019 (“Lender”), or order, at said
office, or at such other place as may be designated from time to time in writing
by Lender, the principal sum of FIVE HUNDRED THOUSAND and 00/100 Dollars
($500,000.00) in lawful money of the United States of America (the “Loan”), with interest at the
rate of 7% per annum.

    

    
       

      All
capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Termination Agreement to the Discount Factoring Agreement and
Related Documents dated of even date herewith.

    

    
       

      1. Payments. The
principal amount due under this Note shall be payable by Borrower to Lender at
the address above or at such other place as Lender may, from time to time,
designate in writing, without setoff, counterclaim or any other deduction
whatsoever, on or before June [__], 2011 (the “Maturity Date”). The principal
amount of the Loan shall be subject to adjustment pursuant to the Termination
Agreement of even date herewith or other related documents between Borrower and
Lender.

    

    
       

      2. Mechanism of
Payments. Commencing 30 days after the date hereof and on the same day of
each and every month thereafter, Borrower shall pay Lender in equal monthly
installment of $10,000 per month for a period of 24 months (the “Monthly Installment”), which
shall first be applied to interest and then in reduction of principal . In
addition to the Monthly Installments, on or before June [__], 2010, Borrower
shall pay Lender a lump sum amount of $100,000, and, on or before the Maturity
Date, Borrow shall pay Lender the remaining principal amount of $160,000 and any
and all accrued interest.


    

    
       

      If the Borrower closes a financing,
then up to fifty percent (50%) of any monies received in such a financing shall
be paid to the Lender, as necessary to satisfy all obligations under this Note,
as a payment under this Note and such payment shall apply against the amount
outstanding under this Note to reduce the balance by first crediting each
Monthly Installment and then applying any other amounts to the lump sum payments
due under this Section 2.

    

    
       

      3. The
occurrence of any one or more of the following events shall constitute an event
of default (each an “Event of
Default”) hereunder:

    

    
       

                                     
(a) if
Borrower makes an assignment for the benefit of creditors;

    

    
       

      (b) if there
shall be filed by Borrower or against Borrower (except by Lender) any petition
for any relief under the bankruptcy laws of the United States now or hereafter
in effect or any proceeding shall be commenced (except by Lender) with respect
to Borrower under any insolvency, readjustment of debt, reorganization,
dissolution, liquidation or similar law or statute of any jurisdiction now or
hereafter in effect (whether at law or in equity), provided that in the case of
any involuntary filing or the commencement of any involuntary proceeding against
Borrower such proceeding or petition shall have continued undismissed and
unvacated for 90 days; or

    

    
       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (c) if
Borrower shall fail for any reason to make any payment of principal hereunder
when due.

    

    
       

      If any
Event of Default shall occur for any reason, then and in any such event, in
addition to all rights and remedies of Lender under applicable law or otherwise,
all such rights and remedies being cumulative, not exclusive and enforceable
alternatively, successively and concurrently, all amounts owing under this Note
shall be immediately due and payable, whereupon the then unpaid balance
hereof shall bear interest, accruing from the date of this Note, at a rate per
annum which is equal to the rate of interest provided for in Section 1.10 of the
Purchase Order Financing Agreement dated as of January 22, 2007, by and between
Borrower and Lender (the “PO
Financing Agreement”) in each case from the date of such nonpayment until
such amount is paid in full; provided however that in no event shall any
interest to be paid pursuant to this Note exceed the maximum rate permitted by
law.

    

    
       

      4. Borrower
hereby waives presentment and demand for payment, notice of dishonor, protest
and notice of protest of this Note and agrees to pay all costs of collection
when incurred, including reasonable attorneys' fees (which costs may be added to
the amount due under this Note and be receivable therewith) and to perform and
comply with each of the terms, covenants and provisions contained in this Note,
on the part of Borrower to be observed or performed. No release of any security
for the principal sum due under this Note or extension of time for payment of
this Note, or any installment hereof, and no alteration, amendment or waiver of
any provision of this Note made by agreement between Lender and any other person
or party shall release, discharge, modify, change or affect the liability of
Borrower under this Note.

    

    
       

      5. This Note
is subject to the express condition that at no time shall Borrower be obligated
or required to pay interest on the principal balance of the Loan at a rate which
could subject Lender to either civil or criminal liability as a result of being
in excess of the maximum rate which Borrower is permitted by law to contract or
agree to pay. If by the terms of this Note Borrower is at any time required or
obligated to pay interest on the principal balance at a rate in excess of such
maximum rate, the rate of interest under this Note shall be deemed to be
immediately reduced to such maximum rate and interest payable hereunder shall be
computed at such maximum rate and the portion of all prior interest payments in
excess of such maximum rate shall be applied and shall be deemed to have been
paid in reduction of the principal balance.

    

    
       

      6. Borrower
hereby irrevocably submits to the jurisdiction of any court of the State of New
York or federal court sitting in the State of New York in any action or
proceeding arising out of or relating to this Note. Borrower hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such court of the State of New York or, to the extent permitted by
law, in such federal court. Borrower hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding. To the extent permitted by law,
Borrower also irrevocably consents to the service of any and all process in any
such action or proceeding arising out of or in connection with this Note by the
mailing (by certified mail, return receipt requested and postage prepaid) of
copies of such process to the undersigned at the address of Borrower set forth
above. Borrower agrees that a final and non-appealable judgment (or a judgment
whose time to appeal has expired) in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

    

    
      


       

      7. BORROWER
HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM,
WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, WITH RESPECT TO, IN CONNECTION
WITH OR ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE VALIDITY,
PROTECTION, INTERPRETATION, ADMINISTRATION, COLLECTION OR ENFORCEMENT HEREOF OR
THEREOF, OR ANY CLAIM OR DISPUTE HEREUNDER OR THEREUNDER

       

    

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

             
8. The terms of this Note shall be governed and construed under the laws of
the State of New York.

    

    
       

      9.This Note may not be changed or
terminated orally, but only by an agreement in writing signed by the party
against whom enforcement of such change or termination is
sought.

    

    
       

      10. Borrower
represents that Borrower has full power, authority and legal right to execute
and deliver this Note and that the debt hereunder constitutes a valid and
binding obligation of Borrower.


    

    
       

      11. Whenever
used, the singular number shall include the plural, the plural the singular, and
the words “Lender” and “Borrower” shall include their respective successors and
assigns.

    

    
       

      12. Notices
hereunder shall be given as provided in the PO Financing
Agreement.

    

    
       

    

    
      IN WITNESS WHEREOF, Borrower
has duly executed this Note the day and year first above
written.

    

    
       

                                  

                                              

                                      HARBREW IMPORTS
LTD.

    

    
      


       

      
 

    

    By:
___________________________________

            Richard
DeCicco, Chief Executive Officer

    


    3