c51356_ex10-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing








SECURED PROMISSORY NOTE 

	
Prior to or on December 15, 2007, $300,000
		 
		
November 15, 2007
	
	
After December 15, 2007, $360,000
		 
		 

	




     FOR VALUE RECEIVED, Fearless
International, Inc., a Nevada corporation (the “Maker”),
with its primary offices located at 927 Lincoln Road, Suite 200, Miami, Florida
33139, promises to pay to the order of _______________, or its registered assigns
(the “Payee”),
upon the terms set forth below, the  principal sum of, if paid in full on or
prior to December 15, 2007, Three Hundred Thousand Dollars ($300,000) and
if paid after December 15, 2007, Three Hundred Sixty Thousand Dollars ($360,000)
(this “Note”). 


     1.      Payments. 



        (a) The full
amount of principal shall be due upon the earlier of (i) the date that the Company
raises net proceeds in a financing of at least $600,000 and (ii) March 15,
2008 or such later date  as is agreed to in writing by the Payee (the “Maturity
Date”), unless due earlier in accordance with
the terms of this Note. 

        (b)
  This Note is an original issue discount promissory note with a principal amount
  of, if paid on or prior to December 15, 2007, $300,000 and if paid after
  December 15, 2007, $360,000.
  Accordingly, prior to the earlier of the Maturity Date or the occurrence of
  an Event of Default, no interest shall be payable on this Note. 

        (c)
  Prior to the occurrence of an Event of Default, the Maker may prepay this Note
  for 100% of the full principal amount of this Note. 


     2.      Secured Obligation. As security for the payment in full of principal, interest and performance under this Note and of all other
liabilities and obligations of the Maker to the Payee in respect of this Note, the Company and each subsidiary has granted the Payee a first priority security interest in all of their assets pursuant to a Loan and Security Agreement, dated November
15, 2007 (the “Security Agreement”) and has caused third party shareholders of the Company to pledge at least 2,000,000 shares of common stock of the Maker to the Payee as security
for this Note pursuant to a Pledge and Security Agreement, dated as of November 15, 2007 (the “Pledge Agreement” and together with the Security Agreement, the “Security Agreements”). 


     3.      Events of Default. 


        (a)      “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of any 












court, or any order, rule or regulation of any administrative
or governmental body): 

(i)      any
    default in the payment of the principal of this Note, as and when the same
    shall become due and payable; 

(iii)      Maker
    or any of its subsidiaries shall fail to observe or perform any of their
    respective obligations owed to Payee under this Note, the Security Agreements
    or any other covenant, agreement, representation or warranty contained in,
    or otherwise commit any breach hereunder or in any other agreement executed
    in connection herewith and such failure or breach shall not have been remedied
    within three days after the date on which notice of such failure or breach
    shall have been delivered; 

(iv)      Maker
    or any of its subsidiaries shall commence, or there shall be commenced against
    Maker or any subsidiary a case under any applicable bankruptcy or insolvency
    laws as now or hereafter in effect or any successor thereto, or Maker or
    any subsidiary commences any other proceeding under any reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or similar law of any jurisdiction whether now or hereafter in effect
    relating to Maker or any subsidiary, or there is commenced against Maker
    or any subsidiary any such bankruptcy, insolvency or other proceeding which
    remains undismissed for a period of 60 days; or Maker or any subsidiary is
    adjudicated insolvent or bankrupt; or any order of relief or other order
    approving any such case or proceeding is entered; or Maker or any subsidiary
    suffers any appointment of any custodian or the like for it or any substantial
    part of its property which continues undischarged or unstayed for a period
    of 60 days; or Maker or any subsidiary makes a general assignment for the
    benefit of creditors; or Maker or any subsidiary shall call a meeting of
    its creditors with a view to arranging a composition, adjustment or restructuring
    of its debts; or Maker or any subsidiary shall by any act or failure to act
    expressly indicate its consent to, approval of or acquiescence in any of
    the foregoing; or any corporate or other action is taken by Maker or any
    subsidiary for the purpose of effecting any of the foregoing; 

(v)      Maker
      or any subsidiary shall default in any of its respective obligations under
      any other note or any mortgage, credit agreement or other facility, indenture
      agreement,  factoring agreement or other instrument under which there may
      be issued, or by which there may be secured or evidenced any indebtedness
      for borrowed money or money due under any long term leasing or factoring
      arrangement of Maker or any subsidiary,  whether such indebtedness now exists
      or shall hereafter be created and such default shall result in such indebtedness
      becoming or


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being declared due and payable prior to the date on which
it would otherwise become due and payable; 

(vi)      All
  deliverables under the Pledge Agreement and Security Agreement are not delivered
  to Feldman Weinstein & Smith LLP on or before November 23, 2007; or 

(vi)
         Maker shall (a) be a party to any Change of Control Transaction (as defined
    below), (b) agree to sell or dispose all or in excess of 33% of its assets
    in one or more transactions (whether or not such sale would constitute a  Change
    of Control Transaction), (c) redeem or repurchase more than a de minimis number
    of shares of Common Stock or other equity securities of Maker, or (d) make
    any distribution or declare or pay any dividends (in cash or other property,
    other than  common stock) on, or purchase, acquire, redeem, or retire any of
    Maker’s capital stock, of any class, whether now or hereafter outstanding. “Change
    of Control Transaction” means the occurrence of any of: (i) an acquisition
    after the  date hereof by an individual or legal entity or “group” (as
    described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act
    of 1934, as amended) of effective control (whether through legal or beneficial
    ownership of capital  stock of Maker, by contract or otherwise) of in excess
    of 33% of the voting securities of Maker, (ii) a replacement at one time or
    over time of more than one-half of the members of Maker’s board of directors
    which is not approved by a majority  of those individuals who are members of
    the board of directors on the date hereof (or by those individuals who are
    serving as members of the board of directors on any date whose nomination to
    the board of directors was approved by a majority of the  members of the board
    of directors who are members on the date hereof), (iii) the merger of Maker
    with or into another entity that is not wholly-owned by Maker, consolidation
    or sale of 33% or more of the assets of Maker in one or a series of related
     transactions, or (iv) the execution by Maker of an agreement to which Maker
    is a party or by which it is bound, providing for any of the events set forth
    above in (i), (ii) or (iii). 


(b)      If any Event of Default occurs (unless waived in writing by the Payee), 115% of the full principal amount of this Note shall become, at the Payee’s election, immediately due and payable in cash. Commencing 5 days after
the occurrence of any Event of Default that results in the acceleration of this Note, the interest rate on this Note shall accrue at the rate of 15% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.
The Payee need not provide and Maker hereby waives any presentment, demand, protest or other notice of any kind, and the Payee may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and
all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Payee at any time prior to payment hereunder. No such rescission


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or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. 


     4.      Most Favored Nations.  The Payee shall have the right, in its sole discretion, to convert the principal balance of this Note then
outstanding plus accrued but unpaid interest, in whole or in part, into securities of the Maker (or its successor or parent) being issued in any private or public offering of equity securities or indebtedness of the Maker (or its successor or
parent) consummated while this Note is outstanding, upon the terms and conditions of such offering, at a rate equal to, for each $1 of principal amount of this Note surrendered, $1 of new consideration offered for such securities (except
that, after the occurrence of an Event of default, the Payee shall have the right to receive $130 of such new consideration).  By way of example, if the Payee wishes to surrender $100,000 principal amount of this Note to the Maker as
consideration for the purchase of new securities or indebtedness, the Payee shall receive, and the Maker shall issue, $100,000 of new securities (including any securities or other consideration issued or paid to the investors in such offer in
connection with the purchase of securities) or indebtedness to the Payee, otherwise on the same terms and conditions as the other participants. 


     5.      Negative Covenants. So long as any portion of this Note is outstanding, the Maker will not and will not permit any of its Subsidiaries to
directly or indirectly, unless consented to in writing by the Payee: 


        a)      other
than Permitted Indebtedness, enter into, create, incur, assume, guarantee or
suffer to exist any indebtedness for borrowed money of  any kind, including but
not limited to, a guarantee, on or with respect to any of its property or assets
now owned or hereafter acquired or any interest therein or any income or profits
therefrom; 

        b)      other
  than Permitted Liens, enter into, create, incur, assume or suffer to exist
    any liens of any kind, on or with respect to any of its property or assets
    now owned or hereafter acquired or any interest therein or any income or
    profits therefrom; 

        c)      amend
    its certificate of incorporation, bylaws or other charter documents so as
    to adversely affect any rights of the Payee; 

        d)      except
    as contractually required by the Maker as of the date of issuance of this
    Note, repay, repurchase or offer to repay, repurchase or  otherwise acquire
    more than a de minimis number of indebtedness or securities of the Company;
    or 

        e)      enter
      into any agreement with respect to any of the foregoing.

        “Permitted
      Indebtedness” shall mean (a) the indebtedness
      of the Maker existing on the date of issuance of this Note, (b) lease
      obligations and purchase


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money indebtedness incurred in connection with the acquisition
of capital assets and lease obligations with respect to newly acquired or leased
assets and (b) indebtedness incurred by the Maker that does not mature or require
 payments of principal prior to the Maturity Date of this Note and is made expressly
subordinate in right of payment to the indebtedness evidenced by this Note, as
reflected in a written agreement acceptable to the Payee and approved by the
Payee in  writing. 

     “Permitted
  Lien” shall mean the individual and collective
  reference to the following: (a) liens for taxes, assessments and other governmental
  charges or levies  not yet due or liens for taxes, assessments and other governmental
  charges or levies being contested in good faith and by appropriate proceedings
  for which adequate reserves (in the good faith judgment of the management of
  the Maker) have been  established in accordance with generally accepted accounting
  procedures, (b) liens imposed by law which were incurred in the ordinary course
  of business, such as carriers’, warehousemen’s and mechanics’ liens,
  statutory  landlords’ liens, and other similar liens arising in the ordinary
  course of business, and (x) which do not individually or in the aggregate materially
  detract from the value of such property or assets or materially impair the use
  thereof in the  operation of the business of the Maker and its consolidated subsidiaries
  or (y) which are being contested in good faith by appropriate proceedings, which
  proceedings have the effect of preventing the forfeiture or sale of the property
  or asset  subject to such lien and (c) liens of the Maker existing on the date
  of issuance of this Note. 


         6.      No Waiver of Payee’s Rights.      All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part
of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Payee of
any of its options, powers or rights shall constitute a waiver of any other option, power or right. Maker hereby waives presentment of payment, protest, and all notices or demands in connection with the delivery, acceptance, performance, default or
endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.



         7.      Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.



         8.      Cumulative Rights and Remedies; Usury.    The rights and remedies of Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise
available under this Note, the Security Agreements, or applicable law (including at equity). The election of Payee to avail itself of any one or more remedies shall not be a bar to any other available remedies, which Maker agrees Payee may
take


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from time to time. If it shall be found that any interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall be reduced to the maximum permitted rate of interest under
such law. 


         9.      Use of Proceeds. Maker shall use the proceeds from this Note hereunder for working capital purposes and not for the satisfaction of any portion of Maker’s or
subsidiary’s debt (other than payment of trade payables in the ordinary course of Maker’s business and prior practices), to redeem any of Maker’s or subsidiary’s equity or equity-equivalent securities or to settle any outstanding
litigation. 


         10.      Collection Expenses. If Payee shall commence an action or proceeding to enforce this Note, then Maker shall reimburse Payee for its costs of collection and reasonable
attorneys fees incurred with the investigation, preparation and prosecution of such action or proceeding. 


         11.      Severability.      If any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of
this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed
interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. 


         12.      Successors and Assigns. This Note shall be binding upon Maker and its successors and shall inure to the benefit of the Payee and its successors and assigns. The term
“Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note. 


         13.      Lost or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, Maker shall execute and deliver to the Payee a new promissory note
containing the same terms, and in the same form, as this Note. In such event, Maker may require the Payee to deliver to Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new
promissory note. 


        14.      Due Authorization.    This Note has been duly authorized, executed and delivered by Maker and is the legal obligation of Maker,
enforceable against Maker in accordance with its terms except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally. No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or
performance by the Maker, or the validity or enforceability of this Note other than such as have been met or obtained. The execution, delivery and performance of this Note and all other agreements and instruments executed and delivered or to be
executed


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and delivered pursuant hereto or thereto or the securities issuable upon conversion of this Note will not  violate any provision of any existing law or regulation or any order or decree of any court, regulatory body or
administrative agency or the certificate of incorporation or by-laws of the Maker or any mortgage, indenture, contract or other agreement to which the Maker is a party or by which the Maker or any property or assets of the Maker may be bound.



         15.      Governing Law.    All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each of Maker and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note
shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the New York Courts for
the adjudication of any dispute hereunder (including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. 


        16.      Notice. Any and all notices or other communications or deliveries to be provided by the Payee hereunder, including, without limitation,
any conversion notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Maker, or such other address or
facsimile number as the Maker may specify for such purposes by notice to the Payee delivered in accordance with this paragraph. Any and all notices or other communications or deliveries to be provided by the Maker hereunder shall be in writing and
delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Payee at the address of the Payee appearing on the books of the Maker, or if no
such address appears, at the principal place of business of the Payee. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission if delivered by hand or by telecopy
that has been confirmed as received by 5:00 P.M. on a business day, (ii) one business day after being sent by nationally recognized overnight courier or received by telecopy after 5:00 P.M. on any day, or (iii) five business days after being sent by
certified or registered mail, postage and charges prepaid, return receipt requested. 


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        17.      Public Disclosure.  The Maker shall, on the business day following the date hereof, issue a Current Report
on Form 8-K, reasonably acceptable to the Payee, disclosing the material terms of the transactions contemplated hereby, and shall attach this Note thereto and other agreements entered into in connection herewith. The Maker shall consult with the
Payee in issuing any other press releases with respect to the transactions contemplated hereby. 


       The undersigned signs this Note as a maker and not as a surety or guarantor or in any other capacity. 

	 	
FEARLESS INTERNATIONAL, INC.
	
	 	 

	
	 	 

	
	 	
By:  
		 
	 	
Name:
	
	 	
Title:
	




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