exhibit_10-1.htm


    
      

    

    EXHIBIT
10.1

    
 

    PROMISSORY
NOTE

     

    
      
        	$50,000.00	
                Melbourne,
      Florida

                 March
      25, 2009

              


      

       

    

    FOR VALUE RECEIVED,
Secured Financial Network, Inc., a Nevada corporation (hereinafter called
“Maker”) hereby agrees and promises to pay to the order of Stuart P. Miller and
Richard Goulding, as equal tenants in common (hereinafter called “Holder”), at
426 Pirates Moon Ct. Indialantic Florida 32903 or such other place as Holder may
designate in writing, in lawful money of the United States of America, the
principal sum of fifty thousand dollars ($50,000.00), together with interest
thereon from the date hereof until maturity at the rate of eighteen percent
(18%) per annum, such principal sum and interest to be
paid:

     

    (a)           All
principal and interest is due and payable ninety (90) days after the date hereof
along with the costs described in paragraph (n).

     

    (b)           Each
payment shall be applied first to the payment of the interest then accrued and
due on the unpaid principal balance under this Note and the remainder, if any,
of each payment, shall be applied to the reduction of the unpaid
principal.  All interest hereunder shall be calculated on the basis of
a three hundred sixty-five (365) day year.

     

    (c)           If
any payment of principal or interest provided for herein is not paid when due,
each and every such delinquent payment, including the entire principal balance
and accrued interest in the event of an acceleration of this Note as provided
below, shall bear interest to the extent permitted by law at the maximum rate
permitted by applicable law form its due date until date of
payment.

     

    (d)           In
the event any payment required hereunder shall become overdue for a period in
excess of ten (10) days, a charge of five percent (5%) of such overdue
installment may be charged by the Holder hereof for the purpose of defraying the
expense incident to handling such delinquent payment.  In addition to
any other remedies Holder may have, the entire unpaid principal balance, accrued
interest and other charges under this Note shall become immediately due and
payable without notice or demand in the event any payment required hereunder is
not made when due.

     

    (e)           The
rights or remedies of the Holder as provided in this Note, any documents
providing for collateral or security for this Note (the “Security Documents”)
shall be cumulative and concurrent, and may be pursued singly, successively, or
together against the property described in the Security Documents, and other
funds, property or security held by Holder for the payment hereof or otherwise
at the sole discretion of the Holder.  The failure to exercise any
such right or remedy shall in no event be construed as a waiver
or release of such rights or remedies or the right to exercise them at any later
time.

     

     

     

     

    
      
         

      

      
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    (f)     
      All agreements between the undersigned and
the Holder hereof, whether now existing or whether hereafter arising and whether
written or oral, are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of the maturity hereof, or
otherwise, shall the amount paid or agreed to be paid to the Holder for the use,
forbearance of detention of the money loaned hereunder, or advanced for the
performance or payment of any covenant or obligation contained herein or in any
other document evidencing, security or pertaining to the indebtedness evidenced
hereby, exceed the maximum amount permissible under applicable
law.  If, from any circumstances whatsoever, fulfillment of any
provision hereof or of any such other document, at the time performance of such
provisions shall be due, shall involve transcending the limit of validity
prescribed by law, then ipso facto the obligation to be fulfilled shall be
reduced to the limit of such validity, and if from such circumstance the Holder
hereof shall ever receive anything of value deemed by applicable law to be
interest in any amount that would exceed the highest lawful rate payable
hereunder, an amount equal to any excessive interest shall be applied to the
reduction of the principal amount owing hereunder and not to the payment of
interest, and if the amount that would be excessive interest exceeds the
principal balance then owing, such excess shall be refunded to the party paying
the same.  It is further agreed, without limitation of the foregoing,
that all calculations of the rate of interest contracted for, charged, or
received under this Note, or under any instrument evidencing or securing the
loan evidenced hereby, that are made for the purpose of determining whether such
rate exceeds the maximum lawful contract rate, shall be made, to the extent
permitted by applicable law, by amortizing, prorating, allocating, and spreading
throughout the full stated term of the loan evidenced hereby, all such interest
at any time contracted for, charged, or received from the undersigned or
otherwise by the Holder in connection with such loan so that the rate of
interest on account of such indebtedness, as so calculated, is uniform
throughout the term hereof.  The terms and provisions of this
paragraph shall control and supersede every other provision of all agreements
between the parties.

     

    (g)           Maker
and all endorsers, guarantors, sureties, accommodation parties hereof and all
other persons liable or to become liable on this Note, jointly and severally
agree to pay all reasonable costs of collection, including reasonable attorneys’
fees (including paralegal fees) and all costs of suit, in case the unpaid
principal sum of this Note, or any payment of interest thereon, is not paid when
due, or in case it becomes necessary to protect the security for the
indebtedness evidenced hereby, or for the foreclosure by the Holder of the
Security Documents or in the event the Holder is made a party to any litigation
because of the existence of the indebtedness evidenced by this Note, or because
of the existence of the Security Documents, whether suit be brought or not, and
whether through courts of original jurisdiction, as well as in courts of
appellate jurisdiction, or through a Bankruptcy Court or other legal
proceedings.

     

     

     

    
 

    
      
         


      

      
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    (h)           This
Note may not be amended, modified or changed, nor shall any waiver of any
provision hereof be effective, except only by an instrument in writing and
signed by the party against whom enforcement of any waiver, amendment, change or
modification or discharge is sought.

     

    (i)          
 Whenever used herein, the words “Maker” and “Holder” shall be deemed to
include their respective heirs, personal representatives, successors and
assigns.  If Maker constitutes more than one party, all parties which
constitute Maker shall be jointly and severally liable with respect to the
obligations hereunder and under any instrument securing this Note.

     

    (j)         
  This Note shall be construed to and governed by the laws of the
State of Florida and the laws of the United States of America applicable to
transactions in the State of Florida.  The exclusive venue for any
action or proceeding under this Note shall be in Brevard County,
Florida.

     

    (k)           Maker
hereby waives demand, presentment, protest and notice of dishonor, waives suit
against or joinder of any other person, waives the right to interpose or set-off
or non-compulsory counterclaim or to plead laches or any statute of limitations
as a defense in any such action or proceeding.

     

    (l)       
    This Note may be prepaid in whole or in part at any time
without penalty.

     

    (m)           Maker
waives the right to trial by jury (which Holder hereby also waives) in any
action, suit, proceeding or counterclaim of any kind arising out of or related
to this Note.  Maker hereby acknowledges that this provision has been
voluntarily entered into and has been separately bargained
for.

     

    (n)           Maker
shall also pay upon maturity of this Note documentary stamp tax of one hundred
seventy-five dollars ($175.00) incurred by Holder and loan preparation costs of
three hundred thirty-nine dollars ($339.00).

     

    IN WITNESS WHEREOF, Maker
has executed this Note as of the date of the first hereinabove
written.

     

    
      
        	 	
                SECURED FINANCIAL
      NETWORK, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 
      Jeffrey L. Schultz	 
	 	Name:
      	Jeffrey
      L. Schultz 	 
	 	Title:	President 	 
	 	 	 	 


      

    

     

     

     

    

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