Exhibit 10.2 Term Note


    
      

    


                                                                                                    EXHIBIT
      10.2

    


     

    TERM
      NOTE

    


    $1,000,000.00                                                          March
      30,
      2007

    


    FOR
      VALUE
      RECEIVED, NEW
      WORLD BRANDS, INC.,
      a
      Delaware corporation, (“Maker”), hereby unconditionally promises to pay to the
      order of P&S
      SPIRIT, LLC,
      a
      Nevada limited liability company, (“Payee”), at the offices of Payee at 2700
      Lighthouse Point East, Suite 626, Baltimore, MD 21224, or at such other place
      as
      Payee or any holder hereof may from time to time designate, the principal sum
      of
      One Million Dollars ($1,000,000.00) in lawful money of the United States of
      America and in immediately available funds on or before January 2, 2009 (the
      “Maturity Date”).

    


    Notwithstanding
      anything to the contrary contained herein or in the Loan Agreement (hereinafter
      defined), unless earlier paid in accordance with the terms and conditions of
      this Note, the entire unpaid principal balance of this Note and all accrued
      but
      unpaid interest shall be due and payable on the Maturity Date. The principal
      balance of this Note may be paid in full at any time or in part from time to
      time, provided, however, that all payments of principal of this Note shall
      be
      accompanied by the payment of all accrued and unpaid interest under this Note.
      This Note does not evidence a revolving credit.

    


    The
      unpaid principal balance of this Note shall bear interest at a floating rate
      equal to the Prime Rate plus two percent (2.00%) per annum. The “Prime Rate” is
      defined as the interest rate reported from time to time in the “Money Market
      Rates” section of The
      Wall Street Journal.
      Any
      change in the interest rate hereunder as a result of a change in the Prime
      Rate
      shall become effective on the date of said announcement. Maker agrees to pay
      consecutive monthly installments of interest only, commencing on May 1, 2007,
      and continuing on the same day of each succeeding month, with a final payment
      of
      all unpaid principal and accrued but unpaid interest, late charges, and other
      fees and charges being due and payable on the Maturity Date, unless paid earlier
      as provided below.

    


    For
      purposes hereof, (a) the term “Event of Default” shall mean an Event of Default
      as such term is defined in the Loan Agreement, and (b) the term “Loan Agreement”
shall mean the Term Loan and Security Agreement, dated of even date herewith,
      between Maker and Payee, as the same now exists or may hereafter be amended,
      modified, supplemented, extended, renewed, restated, or replaced. Unless
      otherwise defined herein, all capitalized terms used herein shall have the
      meaning assigned thereto in the Loan Agreement.

     

    This
      Note
      is issued pursuant to and is subject to the terms and provisions of the Loan
      Agreement to evidence the Term Loan by Payee to Maker. This Note is secured
      by
      the Collateral described in the Loan Agreement and all notes, guarantees,
      security agreements, and other agreements, documents, and instruments now or
      at
      any time hereafter executed and/or delivered by Maker or any other party in
      connection therewith (all of the foregoing, together with the Loan Agreement,
      as
      the same now exist or may hereafter be amended, modified, supplemented, renewed,
      extended, restated, or replaced, being collectively referred to herein as the
      “Financing Agreements”), and is entitled to all of the benefits and
      rights

     

     

     

    
      
        
        

      

      
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    thereof
      and of the other Financing Agreements. At the time any payment is due hereunder,
      at
      its
      option, Payee may charge the amount thereof to any account of Maker maintained
      by Payee.

    


    If
      any
      payment of principal or interest is not made when due hereunder, or if any
      other
      Event of Default shall occur for any reason, or if the Loan Agreement shall
      be
      terminated or not renewed for any reason whatsoever, then and in any such event,
      in addition to all rights and remedies of Payee under the Financing Agreements,
      applicable law or otherwise, all such rights and remedies being cumulative,
      not
      exclusive and enforceable alternatively, successively and concurrently, Payee
      may, at its option, declare any or all of Maker’s obligations, liabilities, and
      indebtedness owing to Payee under the Loan Agreement and the other Financing
      Agreements (the “Obligations”), including, without limitation, all amounts owing
      under this Note, to be due and payable, whereupon the then unpaid balance
      hereof, together with all interest accrued thereon, shall forthwith become
      due
      and payable, together with interest accruing thereafter at the then applicable
      Interest Rate stated above until the indebtedness evidenced by this Note is
      paid
      in full, plus the costs and expenses of collection hereof, including, but not
      limited to, attorneys' fees and legal expenses.

    


    Maker
      (i)
      waives diligence, demand, presentment, protest, and notice of any kind, (ii)
      agrees that it will not be necessary for Payee to first institute suit in order
      to enforce payment of this Note, and (iii) consents to any one or more
      extensions or postponements of time of payment, release, surrender, or
      substitution of collateral security, or forbearance or other indulgence, without
      notice or consent. The pleading of any statute of limitations as a defense
      to
      any demand against Maker is expressly hereby waived by Maker. Upon any Event
      of
      Default or termination or nonrenewal of the Loan Agreement, Payee shall have
      the
      right, but not the obligation to setoff against this Note all money owed by
      Payee to Maker.

    


    Payee
      shall not be required to resort to any Collateral for payment, but may proceed
      against Maker and any guarantors or endorsers hereof in such order and manner
      as
      Payee may choose. None of the rights of Payee shall be waived or diminished
      by
      any failure or delay in the exercise thereof.

    


    The
      validity, interpretation, and enforcement of this Note and the other Financing
      Agreements and any dispute arising in connection herewith or therewith shall
      be
      governed by the internal laws of the State of Maryland (without giving effect
      to
      principles of conflicts of law).

    


    MAKER
      IRREVOCABLY CONSENTS AND SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE
      OF MARYLAND AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND
      AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM
      NON CONVENIENS
      WITH
      RESPECT TO ANY ACTION INSTITUTED THEREIN ARISING UNDER THIS NOTE OR ANY OF
      THE
      OTHER FINANCING AGREEMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
      TO THE DEALINGS OF MAKER AND PAYEE IN RESPECT OF THIS NOTE OR ANY OF THE OTHER
      FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
      CASE
      WHETHER NOW EXISTING OR HEREAFTER

     

     

     

    
      
        
        

      

      
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    ARISING,
      AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, AND AGREES THAT ANY DISPUTE
      ARISING OUT OF THE RELATIONSHIP BETWEEN
      MAKER AND PAYEE OR THE CONDUCT OF SUCH PERSONS IN CONNECTION WITH THIS NOTE
      OR
      OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE (EXCEPT THAT PAYEE
      SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST MAKER OR ITS
      PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THAT PAYEE DEEMS NECESSARY
      OR
      APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE ITS
      RIGHTS AGAINST MAKER OR ITS PROPERTY).

    


    Maker
      hereby waives personal service of any and all process upon it and consents
      that
      all such service of process may be made by certified mail (return receipt
      requested) directed to it and service so made shall be deemed to be completed
      five (5) days after the same shall have been so deposited in the U.S. mails,
      or,
      at Payee's option, by service upon Maker in any other manner provided under
      the
      rules of any court of competent jurisdiction. Within thirty (30) days after
      such
      service, Maker shall appear in answer to such process, failing which Maker
      shall
      be deemed in default and judgment may be entered by Payee against Maker for
      the
      amount of the claim and other relief requested.

    


    MAKER
      HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE
      OF ACTION ARISING UNDER THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR
      INCIDENTAL TO THE DEALINGS AMONG MAKER AND PAYEE IN RESPECT OF THIS NOTE OR
      THE
      OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN
      EACH
      CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT,
      EQUITY, OR OTHERWISE. MAKER AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
      ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
      JURY.

    


    The
      execution and delivery of this Note has been authorized by the Board of
      Directors and by any necessary vote or consent of the stockholders of Maker.
      Maker hereby authorizes Payee to complete this Note in any particulars according
      to the terms of the loan evidenced hereby.

    


    This
      Note
      shall be binding upon the successors and assigns of Maker and shall inure to
      the
      benefit of Payee and its successors, endorsees, and assigns. Whenever used
      herein, the term “Maker” shall be deemed to include its successors and assigns
      and the term “Payee” shall be deemed to include its successors, endorsees, and
      assigns. If any term or provision of this Note shall be held invalid, illegal,
      or unenforceable, the validity of all other terms and provisions hereof shall
      in
      no way be affected thereby. This Note evidences a loan made for business or
      commercial purposes.

    


    UNDER
      OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY PAYEE CONCERNING
      LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR
      HOUSEHOLD

     

     

    
      
        
        

      

      
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    PURPOSES
      OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS
      CONSIDERATION AND BE SIGNED BY PAYEE TO BE ENFORCEABLE. 

    


    PRIOR
      TO
      SIGNING THIS NOTE, MAKER READ AND UNDERSTOOD ALL OF THE PROVISIONS OF THIS
      NOTE,
      INCLUDING THE VARIABLE INTERST RATE PROVISIONS. MAKER AGREES TO THE TERMS OF
      THE
      NOTE.

    


    MAKER
      ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 

     

    {Signatures
      on next page.}

     

     

     

     

    
 

    
      
        
        

      

      
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    WITNESS,
      the due execution of this Term Note, as a sealed instrument, the date and year
      first above written.

    


    NEW
      WORLD BRANDS, INC.

    a
      Delaware corporation

    


    


    By:
      /s/ Noah Kamrat (L.S.)

    


    Name:
      Noah Kamrat      

    


    Title:
      President      

    
 

     

     

     

     

     

     

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