Unassociated Document


    SENIOR
SECURED PROMISSORY NOTE

    


    
      	
              $100,000.00

            	
              June
      26, 2009

              Santa
      Barbara, CA

            


    

    


    For value
received FIRST BLUSH,
INC., a Delaware corporation (“Payor” or
the “Company”) promises to pay to
MICHAEL D. BAGDASARIAN, TRUSTEE or its assigns
(“Holder”) the principal sum of
$100,000.00 with compounded interest on the outstanding principal amount at the
rate of 12% per annum.
Interest shall commence with the date hereof and shall continue on the
outstanding principal until paid in full. Interest shall be computed on the
basis of a year of 365 days for the actual number of days elapsed.

    


    1.    This note (the
“Note”) is issued as part of a
series of similar notes (collectively, the “Notes”) to be issued against
Accounts Receivables of the Company as of June 26, 2009.

    


    2.    All payments
of interest and principal shall be in lawful money of the United States of
America. All payments shall be applied first to accrued interest, and thereafter
to principal.

    


    3.    The
outstanding principal balance of this Note, together with interest accrued with
respect thereto, shall be due and payable upon receipt of Accounts Receivable
following the issuance hereof (the “Maturity
Date”).

    


    4.    In the event of any default
hereunder, Payor shall indemnify Holder for all costs and expenses resulting
from a claim of default (including reasonable attorneys fees) and upon written
notice shall pay directly all reasonable attorneys' fees and court costs
incurred by Holder in enforcing and collecting this Note.

    


    5.    The Payor
shall have the right to repay all interest and principal under the Note anytime
prior to the Majority Date.

    


    6.    If there shall
be any Event of Default hereunder, at the option and upon the declaration of the
Holder of this Note and upon written notice to the Payor this Note shall
accelerate and all principal and unpaid accrued interest shall become due and
payable. The occurrence of any one or more of the following shall constitute an
Event of Default:

    


    (a)    Payor fails to
pay timely any of the principal amount due under this Note on the date the same
becomes due and payable or any accrued interest or other amounts due under this
Note on the date the same becomes due and payable;

    


    (b)    Payor shall
default in its performance of any covenant under the Note;

    


    (c)    Payor files
any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of, or relating to,
debtors, now or hereafter in effect, or makes any assignment for the benefit of
creditors or takes any corporate action in furtherance of any of the foregoing;
or

    


    (d)    An involuntary
petition is filed against Payor (unless such petition is dismissed or discharged
within sixty (60) (days under any bankruptcy statute now or hereafter in effect,
or a custodian, receiver, trustee, assignee for the benefit of creditors (or
other similar official) is appointed to take possession, custody or control of
any property of Payor.

     

    
      
        
        

      

      
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    7.    Payor hereby
waives demand, notice, presentment, protest and notice of dishonor.

    


    8.    This Note
shall be governed by and construed under the laws of the State of California, as
applied to agreements among California residents, made and to be performed
entirely within the State of California, without giving effect to conflicts of
laws principles.

    


    9.    This Note is
secured by Accounts Receivable of the Company dated as of June 26, 2009.

    


    10.   The indebtedness
evidenced by this Note is hereby expressly made senior to any and all
indebtedness owed by Payor. In no event shall Payor incur any third party debt
obligation that is senior to Payor's secured debt evidenced by this Note, the
Agreement and the Security Agreement, without the written agreement of Holder,
in each instances.

    


    11.   Any terms of this
Note may be amended or waived with the written consent of Payor and
Holder.

    


    12.    This Note may
be transferred only upon its surrender to the Company for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Company. Thereupon, this Note shall be
reissued to, and registered in the name of, the transferee, or a new Note for
like principal amount and interest shall be issued to, and registered in the
name of, the transferee. Interest and principal shall be paid solely to the
registered holder of this Note. Such payment shall constitute full discharge of
the Company's obligation to pay such interest and principal.

    


    


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    FIRST
BLUSH, INC.

     

    By:_______________________________

    Name:
_____________________

    Title:
______________________

    


    


    


    


    


    
 

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