ex10-2.htm


    Exhibit 10.2


     

     

     

     

    VELOCITY Oil
      & Gas Incorporated

    595
      Howe
      Street, Suite 323

    Vancouver,
      BC - Canada - V6C 2T5

     

     

    PROMISSORY
      NOTE

    


    
      	
              US
                $ 8,000

            	
                                                                                            
                June 1, 2007

            


    

    


    FOR
      VALUE RECEIVED,
      the undersigned, Velocity Oil & Gas, Inc., which has a business address at
      595 Howe Street, Suite 323, Vancouver BC Canada, ("Maker"), hereby promises
      to
      pay to the order of Capersia Pte Ltd, a Company validly organized in the
      Seychelles, whose address is 96A Club Street, Singapore ("Payee"), the principal
      sum of Eight Thousand Dollars US (US$ 8,000), bearing interest and payable
      as
      provided herein.  This Promissory Note (this “Note”) has an effective
      date of June 13, 2007.

    


    Interest
      on the unpaid balance of this Note shall bear interest at the rate of 6% per
      annum, payable on Repayment of this Note.  Interest will be computed
      on the basis of a 360-day year.  All unpaid principal and interest
      outstanding under this Note shall be due and payable by Maker on demand (“Repayment
      Date”).
      Any
      amounts not paid when repayment is demanded under this Note shall bear interest
      at the rate of 15% per annum until paid.

    


    The
      Payee
      shall have the right from time to time, and at any time on or prior to the
      Repayment Date, to convert all or any part of the outstanding and unpaid
      principal amount of this Note into fully paid and nonassessable shares of the
      common stock of the Maker at a conversion price equivalent to US $ 0.10 (the
      "Conversion Price").

    


    The
      shares of common stock issuable upon conversion of this Note may not be sold
      or
      transferred unless (i) such shares are sold pursuant to an effective
      registration statement under the Act or (ii) the Maker or its transfer agent
      shall have been furnished with an opinion of counsel (which opinion shall be
      in
      form, substance and scope customary for opinions of counsel in comparable
      transactions) to the effect that the shares to be sold or transferred may be
      sold or transferred pursuant to an exemption from such registration. Until
      such
      time as the shares of common stock issuable upon conversion of this Note have
      been registered under the Act or otherwise may be sold pursuant to Rule 144
      without any restriction as to the number of securities as of a particular date
      that can then be immediately sold, each
      certificate for shares of common stock issuable upon conversion of this Note
      that has not been so included in an effective registration statement or that
      has
      not been sold pursuant to an effective registration statement or an exemption
      that permits removal of the legend, shall bear a legend substantially in the
      following form, as appropriate:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
      OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
      SCOPE
      CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION
      IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION
      S
      UNDER SAID ACT."

    


    This
      Note
      may be prepaid in whole or in part, at any time and from time to time, without
      premium or penalty.

    


    This
      Note
      shall be binding upon and inure to the benefit of the Payee named herein and
      Payee’s
      respective successors and assigns.  Each holder of this Note, by
      accepting the same, agrees to and shall be bound by all of the provisions of
      this Note. Payee may assign this Note or any of its rights, interests or
      obligations to this Note without the prior written approval of
      Maker.

    


    No
      provision of this Note shall alter or impair the obligation of Maker to pay
      the
      principal of and interest on this Note at the times, places and rates, and
      in
      the coin or currency, herein prescribed.

    


    This
      Note
      shall be construed and enforced under and in accordance with the laws of the
      Province of British Columbia, Canada.

    


    IN
      WITNESS WHEREOF, Maker has duly executed this Note as of the day and year first
      above written.

    


    Velocity
      Oil & Gas,
      Inc.

    /S/
      Frank A.
      Jacobs

    Frank
      A. Jacobs

    Director