Exhibit
10.2 (Promissory Note)

    

     

    PROMISSORY
NOTE

    


    
      
        	
                US
      $60,000

              	
                June
      15, 2009

              
	 
      	
                New
      York, New York

              


      

    

    


    Philip Widman and Ruth
Kirshner, having an address at 10510 Hillsboro Avenue, Santa Anna,
California 92705 (the “Maker”), jointly and
severally promise to pay to Equicap, Inc., a Nevada corporation (hereinafter
referred to, together with each subsequent holder(s) hereof, as “Holder”) the
principal sum of US $60,000 (hereinafter, the “Principal”) in
accordance with the terms of this Promissory Note (the “Note”).  Maker
agrees to make payments of Principal to Holder as follows: six monthly
installments of US$2,500, with the first installment due on the date of the
making of this Note, and the balance of US$45,000 to be paid commencing
thereafter in twelve monthly installments of US$3,750 (each such day, a “Payment
Date”), with the final installment of US$3,750 being due on November 15, 2010
(the “Maturity Date”).  This Note does not bear interest if each of
above payments is paid on time or prepaid.

    


    For purposes of interpretation of this
Note, references to and provisions relating to the Maker will apply to each of
the persons that are jointly and severally responsible. For example, in the
default provisions, if there is a default by one person that is a Maker, then
that will be a default under this Note as to all the Makers, and the Holder will
have all of its remedies hereunder.

    


    1.           Payments; Place of
Payment.   Maker shall pay the Principal and interest when
due without notice or demand.  All payments to be made hereunder shall
be made in the lawful money of the United States of America in immediately
available funds and shall be delivered to Holder by check, by wire transfer or
direct deposit into such account as Holder shall notify to Maker or at such
other place as Holder may designate in writing. Maker shall pay the outstanding
balance of the Principal on the Maturity Date.

    


    2.           Prepayment.  Maker
may prepay the outstanding balance of the Principal, in whole or in part, at any
time without premium or penalty.

    


    3.           Default.

    


    3.1.           Events of
Default.  The occurrence of any event set forth in this section
3.1(a) through (f) herein shall be considered an “Event of
Default”:

    


    (a)  Maker fails to make any
payment required under this Note when due and such failure to pay is not cured
within five (5) business days after the occurrence thereof;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)  If any representation or
warranty made by Maker herein or in any writing furnished in connection with or
pursuant to this Note shall be false in any material respect on the date made or
thereafter; or

    


    (c)  If Maker defaults in the
performance or observance of any agreement, covenants, term or condition
contained herein, or any document furnished pursuant to any thereof;
or

    


    (d)  The
filing of any petition or action against Maker seeking reorganization,
arrangement, adjustment, or composition of or in respect of the Maker under
federal bankruptcy law or any other applicable federal or state bankruptcy,
insolvency, or other similar law, and the entry of any order granting such
petition or action, or the continuance of any such petition or action for a
period of 30 days without dismissal; or

    


    (e)           The
Maker  (i) files, or consents by answer or otherwise to the filing
against it or him/her of, a petition for relief or reorganization of arrangement
or any other petition under any federal or state bankruptcy, insolvency,
reorganization, moratorium or other similar law in any jurisdiction, (ii) makes
an assignment for the benefit of creditors, (iii) consents to the appointment of
a custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of its property, or any such
custodian, receiver, trustee or other officer is appointed , (iv) is adjudicated
as insolvent or to be liquidated, or (v) takes any action for the purpose of any
of the foregoing; or

    


    (f)           A
judgment or judgments for the payment of money in excess of US $25,000 in the
aggregate shall be rendered by one or more courts, administrative or arbitral
tribunals or other bodies against Maker, which are not paid, stayed or bonded
within fifteen (15) days of the entry thereof.

    


    Maker
shall immediately notify Holder in writing as to the occurrence of any of the
events in this Section 3.1 above.

    


    3.2.           Remedies. Upon the
occurrence and continuation of an Event of Default: (i) an interest shall begin
to accrue hereunder at the Default Rate (as hereinafter defined) on a daily basis on the
unpaid principal amount of this Note then outstanding, (ii) if caused due
to any of the events set forth in Sections 3.1(a), (d), (e) or (f), the entire
unpaid Principal together with all interest accrued thereon shall immediately
become due and payable in full, without notice or demand; (iii) if caused due to
any of the events set forth in Sections 3.1(b) or (c), Holder may, at its option
and without notice (such notice being expressly waived), declare and demand this
Note immediately due and payable; and (iv) Holder may pursue all rights and
remedies available hereunder.

    


    3.3.           Costs of
Collection.  Maker agrees to pay all costs and expenses of
collection incurred by Holder, in addition to Principal and interest at the
Default Rate (including, without limitation, reasonable attorneys’ fees and
disbursements), and including all costs and expenses incurred in connection with
the pursuit by Holder of any of its rights or remedies
hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    3.4.           Default
Rate.   Upon the occurrence and during the continuance of
any Event of Default or after maturity, whether by acceleration or otherwise,
this Note shall bear interest at the rate of ten (10%) per cent per annum (the
“Default
Rate”), on the outstanding balance of the Principal, computed from said
date of maturity to the date of actual repayment.   Interest
shall continue to accrue at the Default Rate (including following the entry of a
judgment in favor of Holder) until payment in full of all sums due under this
Note.

    


    4.           Governing Law:
Severability.  This Note is entered into in the State of New
York and shall be construed and enforced in accordance with the internal laws of
the State of New York, as amended and then in effect (including Section 5-1401
of the General Obligations Law of the State of New York), without giving effect
to any principles of conflicts of law thereof or of any other jurisdiction that
would cause the application of the laws of any jurisdiction other than the State
of New York.  The invalidity, illegality or unenforceability of any
provision of this Note shall not affect or impair the validity, legality or
enforceability of the remainder of this Note, and to this end, the provisions of
this Note are declared to be severable.

    


    5.           Waivers.  Without
limiting any other provisions of the Note, Maker, for itself and its heirs,
legal representatives, successors and assigns, hereby waives presentment for
payment, demand, notice of nonpayment, notice of dishonor, protest of any
dishonor, notice of protest and protest of this Note, and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
the payment of this Note and in connection with any suit, action or proceeding
brought by Holder on this Note, any and every right it may have to (a) a trial
by jury, (b) interpose any counterclaim therein (other than a counterclaim which
can only be asserted in a suit, action or proceeding brought by Holder on this
Note and cannot be maintained in a separate action), and (c) have the same
consolidated with any other or separate suit, action or proceeding, and agrees
that their respective liability shall be unconditional and without regard to the
liability of any other party and shall not be in any manner affected by any
indulgence, extension of time, renewal, waiver or modification granted or
consented to by Holder.  Maker, for itself and its heirs, legal
representatives, successors and assigns, hereby consents to every extension of
time, renewal, waiver or modification that may be granted by Holder with respect
to the payment or other provisions of this Note.

    


    6.           Application of
Payments.  To the extent that Maker makes a payment or Holder
receives any payment or proceeds for Maker's benefit, which are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, debtor in possession, receiver, custodian or any other
party under any bankruptcy law, common law or equitable cause, then, to such
extent, the obligations of Maker hereunder intended to be satisfied shall be
revived and continue as if such payment or proceeds had not been received by
Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    7.           Miscellaneous.

    


    7.1.           No Waiver by Holder.
Neither the exercise of any provision hereof nor the delay in asserting any
right granted to Holder (including the acceptance of past due payments) shall be
construed as a waiver by Holder of the right to accelerate the indebtedness
evidenced hereby as above provided or to pursue any other remedies available
under this Note, nor shall the exercise of any single or partial exercise of any
right, power, privilege or remedy preclude any further exercise
thereof.  Any waiver hereunder shall be valid and enforceable only if
in writing and signed by the party against whom enforcement is sought, and then
only to the extent therein set forth.  The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by
law and may be exercised singly or concurrently.  No executory
agreement, unless in writing and signed by Holder, and no course of dealing
between Maker, the endorser(s) or guarantor(s) hereof, or any of them, shall be
effective to change or modify or discharge, in whole or in part, this
Note.

    


    7.2.           Obligations.  Maker
acknowledges that this Note and Maker’s obligations hereunder are and shall at
all times continue to be absolute and unconditional in all respects, and shall
at all times be valid and enforceable irrespective of any other agreements or
circumstances of any nature whatsoever which might otherwise constitute a
defense to this Note and the obligations of Maker hereunder or the obligations
of any other person or party relating to this Note or the obligations of Maker
hereunder.  This Note sets forth the entire agreement and
understanding of Holder and Maker concerning this debt obligation, and Maker
absolutely, unconditionally and irrevocably waives any and all right to assert
any defense, setoff, counterclaim or cross-claim of any nature whatsoever with
respect hereto or the obligations of Maker hereunder or the obligations of any
other person or party relating hereto in any action or proceeding brought by
Holder to collect the outstanding balance of the Principal, accrued and unpaid
interest, late charges, and other amounts owing, or any portion
thereof.

    


    7.3.           Business
Purpose.  Maker represents to Holder that the loan evidenced by
this Note is made for business and/or commercial purposes and is not a consumer
transaction.

    


    8.           Assignment.  Holder,
at any time and without the prior written consent of Maker, shall have the right
to and may sell, transfer, assign, negotiate, pledge or otherwise dispose of all
or any portion of its right, title and interest in and to this Note to any
person.  The obligations of Maker hereunder may not be transferred
without the prior written consent of Holder, which may be granted or withheld in
Holder’s absolute discretion.

    


    9.           Amendment.  This
Note may not be amended, supplemented, restated, extended or modified without
the prior written consent of the Holder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.           Business
Days.  If any payment is due, or any time for giving notice or
taking action expires, on a day which is a Saturday, Sunday or legal holiday in
the State of New York, the payment shall be due and payable on, and the time
period shall automatically be extended to, the next business day immediately
following such Saturday, Sunday or legal holiday, and interest shall continue to
accrue at the required rate hereunder until any such payment is
made.

    


    11.           Cancellation.  After
all Principal and accrued interest at any time owed on this Note has been paid
in full, this Note shall be surrendered to Maker for cancellation and shall not
be reissued.

    


    12.           Venue; Service of
Process. All actions or proceedings arising in connection with this Note
shall be tried and litigated in state or federal courts located in the State and
County of New York, unless such actions or proceedings are required to be
brought in another court to obtain subject matter jurisdiction over the matter
in controversy.  MAKER WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT
THAT IT IS NOT SUBJECT TO THE JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE
TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE HEREWITH.  IN
ANY ACTION AGAINST MAKER, SERVICE OF PROCESS MAY BE MADE UPON MAKER BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS ABOVE SET
FORTH, WHICH SERVICE SHALL BE DEEMED SUFFICIENT FOR PERSONAL JURISDICTION AND
SHALL BE DEEMED EFFECTIVE THREE (3) DAYS AFTER MAILING.

    


    13.           Jury Trial
Waiver.  MAKER HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT
MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING
ESTABLISHED.  THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY MAKER, AND MAKER ACKNOWLEDGES THAT NEITHER HOLDER NOR ANY PERSON ACTING
ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO INCLUDE THIS WAIVER
OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT.  MAKER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, AND THAT HOLDER WILL CONTINUE TO RELY ON
THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.  MAKER FURTHER
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL.

    


    IN
WITNESS WHEREOF, Maker has caused this Promissory Note to be executed by its
duly authorized representative as of the day and year first above
written.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Maker:

                            	 
	 
      	 
	
                              Philip
      Widman

                            	 
	 
      	 
	 
      	 
	 
      	 
	
                              Ruth
      Kirshner