Exhibit 10.2







	




SECURED
PROMISSORY NOTE 




___________, 2001 




U.S. $__________ 



     FOR
VALUE RECEIVED, Burst.com, Inc., a Delaware corporation (“Maker”),
hereby promises to pay to GORDON ROCK, or order (“Payee” or
“Holder”), the principal sum of _______________________________
Dollars ($__________), payable as set forth herein, with interest at the rate of
nine percent (9%) per annum payable on or before the earlier to occur of (i) a
sale of all or substantially all of the assets of Maker or (ii) a transaction
effecting a change in control of Maker whereby after such transaction the
shareholders immediately prior to such transaction do not own a majority of the
voting stock of Maker immediately after such transaction or (iii) ______________
(the “Due Date”). This Promissory Note (the “Note”) shall be
secured by any and all assets of the Maker (the “Collateral”). The
Collateral description is set forth more fully in a Security Agreement entered
into by and between Maker and the original Holder hereof (the “Security
Agreement”).  



     All
documents and instruments now or hereafter evidencing and/or securing the
indebtedness evidenced hereby or any part thereof, including but not limited to
this Note and the Security Agreement, are sometimes collectively referred to
herein as the “Security Document(s).”  



     All
agreements in this Note and all other Security Documents are expressly limited
so that in no contingency or event whatsoever, whether by reason of acceleration
of maturity of the indebtedness evidenced hereby or otherwise, shall the amount
agreed to be paid hereunder for the use, forbearance or detention of money
exceed the highest lawful rate permitted under applicable usury laws. If, for
any circumstance whatsoever, fulfillment of any provision of this Note or any
other Security Document at the time performance of such provision shall be due
shall involve exceeding any usury limit prescribed by law which a court of
competent jurisdiction may deem applicable hereto, then, ipso
facto, the obligations to be fulfilled shall be reduced to allow
compliance with such limit, and if, from any circumstance whatsoever, Payee
shall ever receive as interest an amount which would exceed the highest lawful
rate, the receipt of such excess shall be deemed a mistake and shall be canceled
automatically or, if theretofore paid, such excess shall be credited against the
principal amount of the indebtedness evidenced hereby to which the same may
lawfully be credited, and any portion of such excess not capable of being so
credited shall be refunded immediately to Maker.  



     To
secure the payment of this Note, Maker hereby grants to the Holder pursuant to
the Security Agreement a first priority security interest in the Collateral.  



     Upon
default, the Holder may resort to any remedy, including immediate sale of the
Collateral, available to a secured party under the Uniform Commercial Code.  



     Upon
the occurrence of any Event of Default as defined in the Security Agreement,
Payee may, at its option and in its sole discretion, declare the entire balance
of this Note to be immediately due and payable, and upon such declaration all
sums outstanding and unpaid under this Note shall become and be in default,
matured and immediately due and payable, without presentment, demand, protest or
notice of any kind to Maker or any other person, all of which are hereby
expressly waived, anything in this Note or any other Security Documents to the
contrary notwithstanding.  





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     Maker
shall pay to Payee all reasonable costs, expenses, charges, disbursements and
attorneys’ fees incurred by Payee following an Event of Default in
collecting, enforcing or protecting this Note or any other Security Documents or
protecting the Collateral, whether incurred in or out of court, including
appeals and bankruptcy proceedings.  



     Payee
and Maker hereby agree to trial by court and irrevocably agree to waive jury
trial in any action or proceeding (including but not limited to any
counterclaim) arising out of or in any way related to or connected with this
Note or any other Security Document, the relationship created thereby, or the
origination, administration or enforcement of the indebtedness evidenced and/or
secured by this Note or any other Security Document.  



     This
Note has been delivered to Payee and accepted by Payee in the State of
California and shall be governed and construed generally according to the laws
of said State except to the extent that creation, validity, perfection or
enforcement of any liens or security interests securing this Note are governed
by the laws of another jurisdiction. Venue of any action brought pursuant to
this Note or any other Security Document, or relating to the indebtedness
evidenced hereby or the relationships created by or under the Security Documents
shall, at the election of the party bringing the action, be brought in a State
or United States federal court in San Francisco, California. Maker and Payee
each waives any objection to the jurisdiction of or venue in such court and to
the service of process issued by such court and agrees that each may be served
by any method of process described in the California Rules of Civil Procedure or
Federal Rules of Civil Procedure. Maker and Payee each waives the right to claim
that such court is an inconvenient forum or any similar defense.  



     If,
in any jurisdiction, any provision of this Note or the Security Documents shall,
for any reason, be held to be invalid, illegal, or unenforceable in any respect,
such holding shall not affect any other provisions of this Note or the Security
Documents, and this Note or the Security Documents shall be construed, to the
extent of such invalidity, illegality or unenforceability (and only to such
extent) as if any such provision had never been contained herein. Any such
holding of invalidity, illegality or unenforceability in one jurisdiction shall
not prevent valid enforcement of any affected provision if allowed under the
laws of another relevant jurisdiction.  



     No
waiver by the holder of any payment or other right under this Note or the
Security Documents shall operate as a waiver of any other payment or right.  



     As
used in this Note, the term “person” shall include, but is not limited
to, natural persons, corporations, partnerships, trusts, joint ventures and
other legal entities, and all combinations of the foregoing natural persons or
entities, and the term “obligation” shall include any requirement to
pay any indebtedness and/or perform any promise, term, provision, covenant or
agreement included or provided for in this Note or any other Security Document.  




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     Executed
by the undersigned the year and day first above written.  










	 	 	Burst.com, Inc.

——————————————

Richard D. Lang,
Chief Executive Officer 




































	


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