EXHIBIT 10.2


     

    
      Exhibit
10.2

       

      PROMISSORY
NOTE

      
      

       

      
        	U.S.
      $5,750,000 	
                March 1,
      2009 

              


      

       

      
        
          
            

          

        

         

        This
Promissory Note ("Promissory
Note") is issued by

         

      

      Lumea,
Inc., a Nevada corporation ("Lumea"),
with its principal place of business at 7430 E. Butherus Dr., Suite C,
Scottsdale, Arizona 85260,

       

      to

       

      Easy
Staffing Services, Inc., a Delaware corporation ("Easy"), with its
principal place of business at 33747 N. Scottsdale Rd., Suite 135, Scottsdale,
AZ 85266.

       

      RECITALS

       

      Lumea and
its parent company, EMTA Holdings, Inc., a Nevada corporation ("EMTA") are
parties to an Asset Purchase Agreement dated as of the date of this Promissory
Note (the "Asset
Purchase Agreement") by and among Lumea, EMTA, Easy and Easy's
subsidiaries ESSI,
Inc., a Delaware corporation ("ESSI"), and Easy
Staffing Services, Inc., an Illinois corporation f/k/a Burton Placement
Services, Inc. ("Burton").

       

      Pursuant
to Section 1.4 of the Asset Purchase Agreement, Lumea agreed to issue this
Promissory Note as partial consideration for the purchase of the Acquired
Assets.

       

      PROMISSORY
NOTE

       

      NOW,
THEREFORE, in consideration of the premises, and of the representations,
warranties, covenants and agreements ser forth herein, the parties agree and
reaffirm as follows:

       

      FOR VALUE
RECEIVED, Lumea hereby promises to pay to the order of Easy, or order, at 33747
N. Scottsdale Rd., Suite 135, Scottsdale, AZ 85266, or such other place as may
be designated in writing by Easy from time to time, in lawful money of the
United States of America and in immediately available funds, the sum of Five
Million Seven Hundred Fifty Thousand Dollars
($5,750,000) together with interest thereon from the date of this
Promissory Note at the rate of Three and Twenty-Five Hundredths Percent (3.25%)
per annum, until paid in full in accordance with the terms, conditions and
provisions as hereinafter set forth in this Promissory Note.

       

      1.           
Payments. Lumea will
remit to Easy monthly payments of One Hundred Thousand Dollars ($100,000) on or
before the fifth (5th) day of
each calendar month, commencing with calendar month April, 2009. The payments
will be allocated first to accrued but unpaid interest with the remainder of
each payment allocated to principal.

       

      2.           
Maturity. All then outstanding accrued
but unpaid interest and principal is due on March 1, 2014.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.           
Prepayment. Lumea may prepay all or
any part of this Promissory Note without penalty. Any prepayment is to be
applied toward the payment of the principal installments last maturing upon this
Promissory Note, that is, in the inverse order of maturity and without reducing
the amount or time of payment of the remaining obligatory
installments.

       

      4.           
Collateral. This Promissory Note is
secured by a Security Agreement of even date herewith (the "Security Agreement") executed
by Lumea as "Lumea" and Easy as "Secured Party" encumbering all of the assets
used in the business of Lumea (the "Collateral").

       

      5.           
No Offsets or Deductions. All payments
under this Promissory Note shall be made by Lumea without any offset, decrease,
reduction or deduction of any kind or nature whatsoever.

       

      6.           
Default.

       

      6.1          Cross Defaults. Each of the following
shall constitute a default under this Promissory Note (hereinafter a
"Default"):

       

      6.1.1        any
failure to pay any principal or interest or any other part of the Obligation
pursuant to the provisions contained in this Promissory Note, when due, and such
failure is not remedied within thirty (30) days after receipt by Lumea of
written notice of default given by Easy to Lumea; and

       

      6.1.2        an
Event of Default, as defined in Section 3.1 of the Security
Agreement.

       

       6.2          Default Remedy. Upon
the occurrence of a Default hereunder, Easy may, in its sole and absolute
discretion, declare the entire unpaid principal balance, together with all
accrued and unpaid interest thereon, and all other amounts and payments due
hereunder, immediately due and payable, without notice of demand, and pursue all
rights and remedies available to Easy under this Promissory Note, the Asset
Purchase Agreement and the Security Agreement, or at law or in equity. The
rights and remedies of Easy as provided in this Promissory Note shall be
cumulative and concurrent, and may be pursued singly, successively, or together
against Lumea and any other funds, property or security held by Easy for payment
hereof or otherwise at the sole, absolute, uncontrolled discretion of Easy. The
failure to exercise any such right or remedy shall in no event be construed as a
waiver or release of said rights or remedies or the right to exercise them at
any later time.

       

      7.           
Waivers. Except as
set forth in this Promissory Note, to the extent permitted by applicable law,
Lumea waives and agrees not to assert: (i) any exemption rights or (ii) demand,
diligence, grace, presentment for payment, protest, notice of nonpayment,
nonperformance, extension, dishonor, maturity, and default. Easy may extend the
time for payment of or renew this Promissory Note or release any party from
liability hereunder, and any such extension, renewal, release or other
indulgence shall not alter or diminish the liability of Lumea except to the
extent expressly set forth in a writing evidencing or constituting such
extension, renewal, release or other indulgence.

       

      8.            No Waiver by Easy. No
delay or failure of Easy in exercising any right hereunder shall affect such
right, nor shall any single or partial exercise of any right preclude further
exercise thereof.

       

      9.           
Governing Law. This
Promissory Note shall be construed in accordance with and governed by the laws
of the State of Arizona, without regard to principles of conflicts of
laws.

      


      
        
          
          

        

        
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      10.          Severability. Every
provision of this Promissory Note is intended to be severable, and if any term
or provision hereof is invalid, illegal, or unenforceable for any reason, the
validity, legality, and enforceability of the remaining provisions hereof will
not be affected or impaired thereby, and any invalidity, illegality, or
unenforceability in any jurisdiction will not affect the validity, legality, or
enforceability of any such term or provision in any other
jurisdiction.

       

      11.         
Binding Nature. The
provisions of this Promissory Note are binding upon and inure to the benefit of
the successors and assigns of the parties hereto.

       

      12.          Amendments. No
amendment, modification, change, waiver, release, or discharge hereof and
hereunder will be effective unless evidenced by an instrument in writing and
signed by the party against whom enforcement is sought.

       

      13.          Assignment. Easy may
e ndorse o r a ssign t his P romissory No to w ithout t he c onsent o f Lumea.
Lumea may not assign this Promissory Note without the prior written consent of
Easy, which consent may be given or withheld in Easy's sole
discretion.

       

      IN
WITNESS WHEREOF, Lumea has executed this Promissory Note as of the date first
set forth above.

      
        
           

          
            
              
                
                  
                    
                      
                        	
                                 

                              	 	
                                LUMEA,
INC.,

                                a Nevada corporation

                              	 
	 	 	 	 	 	 
	
                                 

                              	
                                  

                              	 	
                                By:
      

                              	/s/
      Edmond L. Lonergan	 
	 	 	 	 	Edmond
      L. Lonergan, President	 


                      

                    

                  

                

              

            

            
               

              
                
                  
                    
                      
                        
                           

                          
                            
                              
                              

                            

                            
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          PROMISSORY
NOTE

          
          

           

          
            	U.S.
      $3,000,000 	
                    March 1,
      2009 

                  


          

           

          
            
              
                

              

               

            

          

        

        
          This
Promissory Note ("Promissory
Note") is issued by

           

        

        Lumea,
Inc., a Nevada corporation ("Lumea"),
with its principal place of business at 7430 E. Butherus Dr., Suite C,
Scottsdale, Arizona 85260,

         

        to

         

        Easy Staffing Services, Inc.,
a Delaware corporation ("Easy"), with its principal place of business at
33747 N. Scottsdale Rd., Suite 135, Scottsdale, AZ 85266.

         

        RECITALS

         

        Lumea and
its parent company, EMTA Holdings, Inc., a Nevada corporation ("EMTA") are
parties to an Asset Purchase Agreement dated as of le date of this Promissory
Note (the "Asset
Purchase Agreement") by and among Lumea, EMTA, Easy and Easy's
subsidiaries ESSI,
Inc., a Delaware corporation ("ESSI"), and Easy
Staffing Services, Inc., an Illinois corporation f/k/a Burton Placement
Services, Inc. ("Burton").

         

        Pursuant
to Section 1.4 of the Asset Purchase Agreement, Lumea agreed to issue this
Promissory Note as partial consideration for the purchase of the Acquired
Assets.

         

        PROMISSORY
NOTE

         

        NOW,
THEREFORE, in consideration of the premises, and of the representations,
warranties, covenants and agreements ser forth herein, the parties agree and
reaffirm as follows:

         

        FOR VALUE
RECEIVED, Lumea hereby promises to pay to the order of Easy, or order, at 33747
N. Scottsdale Rd., Suite 135, Scottsdale, AZ 85266, or such other place as may
be designated in writing by Easy from time to time, in lawful money of the
United States of America and in immediately available funds, the sum of Three
Million Dollars ($3,000,000) together with interest thereon from the date
of this Promissory Note at the rate of Three and Twenty-Five Hundredths Percent
(3.25%) per annum, until paid in full in accordance with the terms, conditions
and provisions as hereinafter set forth in this Promissory Note.

         

        1.           
Payments. Lumea
will remit to Easy monthly payments of Zero Dollars ($0.00) on or before the
fifth (5th) day of
each calendar month, commencing with calendar month April, 2009. The payments
will be allocated first to accrued but unpaid interest with the remainder of
each payment allocated to principal.

         

        2.           
Maturity. All
then outstanding accrued but unpaid interest and principal is due on March 1,
2014.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        3.           
Prepayment.
Lumea may prepay all or any part of this Promissory Note without penalty. Any
prepayment is to be applied toward the payment of the principal installments
last maturing upon this Promissory Note, that is, in the inverse order of
maturity and without reducing the amount or time of payment of the remaining
obligatory installments.

         

        4.           
Collateral. This
Promissory Note is secured by a Security Agreement of even date herewith (the
"Security
Agreement") executed by Lumea as "Lumea" and Easy as "Secured Party"
encumbering all of the assets used in the business of Lumea (the "Collateral").

         

        5.           
No Offsets or
Deductions. All payments under this Promissory Note shall be made by
Lumea without any offset, decrease, reduction or deduction of any kind or nature
whatsoever.

         

        6.           
Default.

         

        6.1          Cross Defaults. Each
of the following shall constitute a default under this Promissory
Note (hereinafter a "Default"):

         

        6.1.1       any
failure to pay any principal or interest or any other part of the Obligation
pursuant to the provisions contained in this Promissory Note, when due, and such
failure is not remedied within thirty (30) days after receipt by Lumea of
written notice of default given by Easy to Lumea; and

         

        6.1.2       an
Event of Default, as defined in Section 3.1 of the Security
Agreement.

         

         6.2         Default Remedy. Upon
the occurrence of a Default hereunder, Easy may, in its sole and absolute
discretion, declare the entire unpaid principal balance, together with all
accrued and unpaid interest thereon, and all other amounts and payments due
hereunder, immediately due and payable, without notice of demand, and pursue all
rights and remedies available to Easy under this Promissory Note, the Asset
Purchase Agreement and the Security Agreement, or at law or in equity. The
rights and remedies of Easy as provided in this Promissory Note shall be
cumulative and concurrent, and may be pursued singly, successively, or together
against Lumea and any other funds, property or security held by Easy for payment
hereof or otherwise at the sole, absolute, uncontrolled discretion of Easy. The
failure to exercise any such right or remedy shall in no event be construed as a
waiver or release of said rights or remedies or the right to exercise them at
any later time.

         

        
          7.           
Waivers. Except as
set forth in this Promissory Note, to the extent permitted by applicable law,
Lumea waives and agrees not to assert: (i) any exemption rights or (ii) demand,
diligence, grace, presentment for payment, protest, notice of nonpayment,
nonperformance, extension, dishonor, maturity, and default. Easy may extend the
time for payment of or renew this Promissory Note or release any party from
liability hereunder, and any such extension, renewal, release or other
indulgence shall not alter or diminish the liability of Lumea except to the
extent expressly set forth in a writing evidencing or constituting such
extension, renewal, release or other indulgence.

        

         

        
          8.           
No Waiver by Easy. No
delay or failure of Easy in exercising any right hereunder shall affect such
right, nor shall any single or partial exercise of any right preclude further
exercise thereof.

        

         

        
          9.           
Governing Law. This
Promissory Note shall be construed in accordance with and governed by the laws
of the State of Arizona, without regard to principles of conflicts of
laws.

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

             

          

        

        10. 
        Severability. Every
provision of this Promissory Note is intended to be severable, and if any term
or provision hereof is invalid, illegal, or unenforceable for any reason, the
validity, legality, and enforceability of the remaining provisions hereof will
not be affected or impaired thereby, and any invalidity, illegality, or
unenforceability in any jurisdiction will not affect the validity, legality, or
enforceability of any such term or provision in any other
jurisdiction.

         

        11.  
       Binding Nature. The
provisions of this Promissory Note are binding upon and inure to the benefit of
the successors and assigns of the parties hereto.

         

        12.   
      Amendments. No
amendment, modification, change, waiver, release, or discharge hereof and
hereunder will be effective unless evidenced by an instrument in writing and
signed by the party against whom enforcement is sought.

         

        13.    
     Assignment. Easy may
endorse or assign this Promissory Note without the consent of Lumea. Lumea may
not assign this Promissory Note without the prior written consent of Easy, which
consent may be given or withheld in Easy's sole discretion.

         

        IN
WITNESS WHEREOF, Lumea has executed this Promissory Note as of the date first
set forth above.

         

        
          
            
              
                
                  
                    
                      
                        	
                                 

                              	 	
                                LUMEA,
INC.,

                                a Nevada corporation

                              	 
	 	 	 	 	 	 
	
                                 

                              	
                                  

                              	 	
                                By:
      

                              	/s/
      Edmond L. Lonergan	 
	 	 	 	 	Edmond
      L. Lonergan, President	 


                      

                    

                  

                

              

            

            
               

              
                
                  
                  

                

                
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