ex102102007.htm


    Exhibit
      10.2

    


    PROMISSORY
      NOTE

     

    (Secured)

     

    $840,000.00                                                                                                                                                                                                              October
      8, 2007

     

    1.  Obligation.  In
      installments as herein stated, for value received, CLINIQA CORPORATION, a
      California corporation (“Maker”) promises to pay HEMAGEN DIAGNOSTICS, INC.
      (“Payee”), or its order, the principal sum of Eight Hundred Forty Thousand
      Dollars ($840,000.00), with interest on the unpaid principal owing from time
      to
      time at the rate of eight percent (8%) per annum from the date hereof until
      payment.

     

    2.  Payments.  Payments
      shall be made as follows:

     

    2.1  Principal
      payments in the amount of $17,500 plus accrued interest shall be due and payable
      monthly beginning on December 31, 2007, and continuing on the same day of each
      month thereafter.  The interest for the first monthly payment shall
      accrue from October 8, 2007.

     

    2.2  The
      entire unpaid balance of principal and accrued interest shall be due and payable
      on or before December 31, 2011.

     

    2.3  Interest
      shall be calculated on the basis of a 360-day year for the actual days
      elapsed.

     

    3.  Prepayment.  Each
      payment shall be credited first to interest then accrued, the remainder to
      principal; and interest shall thereupon cease upon the principal
      paid.  Maker reserves the right to prepay principal and/or interest at
      any time without penalty.

     

    4.  Prompt
      Performance.  Time is of the essence of this Note.  Upon
      the occurrence of any Event of Default as defined in Section 5, Payee shall have the right to declare,
      without making a demand of any kind, that the entire indebtedness is immediately
      due.  Waiver of the right to so accelerate the maturity of obligations
      hereunder will be effective only if set forth in written instrument signed
      by
      Payee.  Failure to exercise or delay in exercising the right will not
      be construed as a waiver of the right.

     

    5.  Default.  The
      occurrence at any time of any of the following shall constitute an Event of
      Default:

     

    (a)  Default
      in the payment of principal or interest due hereunder as described in section
      1.4 of the Asset Purchase Agreement executed of even date herewith between
      Maker
      and Payee;

     

    (b)  The
      occurrence of any event which would constitute a default by Maker under (i)
      the
      Security Agreement executed of even date herewith between Maker and Payee,
      or
      (ii) any liability or obligation of any endorser or guarantor of this Note
      to
      the holder, or (iii) any default by Maker under the Asset Purchase Agreement
      of
      even date herewith between Maker, as purchaser, and Payee, as
      seller;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (c)  The
      liquidation or dissolution of any party liable for the payment of this
      Note;

     

    (d)  The
      making of an assignment for the benefit of creditors by any party liable for
      the
      payment of this Note, whether as a maker, endorser, guarantor, surety or
      otherwise, the appointment of a receiver for all or substantially all of any
      such party’s property, or the filing by any such party of a petition in
      bankruptcy or other similar proceeding under law for the relief of
      debtors;

     

    (e)  The
      filing against any party liable for the payment of this Note, whether as a
      maker, endorser, guarantor, surety or otherwise, of a petition in bankruptcy
      or
      other similar proceeding under law for relief of debtors, which is not vacated
      or discharged within ninety (90) days after the filing thereof.

     

    6.  Waiver.  Maker
      waives presentment, protest and demand, notice of protest, notice of demand
      and
      dishonor, any notice of nonpayment of this Note; and Maker expressly agrees
      that
      this Note and any payment hereunder may be extended by Payee from time to time
      without in any way affecting the liability of Maker.

     

    7.  Lawful
      Money.  Principal and interest are payable in lawful money of the
      United States.

     

    8.  Governing
      Law.  This note shall be construed and interpreted in accordance
      with the laws of the State of Delaware.

     

    9.  Arbitration,
      Venue and Jurisdiction.  Any dispute, claim or controversy arising
      out of this Agreement shall be resolved exclusively by binding arbitration
      pursuant to the Commercial Rules of the American Arbitration Association then
      in
      effect, with venue for any arbitration proceedings in San Diego County,
      California.  A Party may institute legal action to compel arbitration
      or to enforce an arbitration award in the state or federal courts located in
      San
      Diego County, California.  Purchaser and Seller hereby expressly and
      irrevocably consent and submit to the jurisdiction of the state and federal
      courts in the County of San Diego, State of California.

     

    10.  Security
      Agreement.  This Note is secured by a Security Agreement
      (“Security Agreement”) between Maker and Payee dated and executed
      contemporaneously with this Note.

     

    11.  Guaranty.  Payment
      of this Note is guaranteed pursuant to the terms of a Personal Guaranty dated
      and executed contemporaneously with this Note.

     

    12.  Attorneys’
      Fees.  Maker shall pay all costs and expenses, including
      reasonable attorneys’ fees, incurred in collecting payment on this Note, or in
      enforcing any judgment obtained in any legal process to collect this
      Note.

     

     

    
      
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      	 	 “MAKER”:	 
	 	 	 
	 	
              CLINIQA
                CORPORATION

              a California corporation

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Granger
              Haugh	 
	 	 	Granger
              Haugh	 
	 	 	CEO	 
	 	 	 	 


    

     

     

    
      	 	 Accepted
              and Agreed:	 
	 	 	 
	 	 “PAYEE”:	 
	 	 	 
	 	
              HEMAGEN DIAGNOSTICS, INC.

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ William
              P. Hales	 
	 	 	William
              P.
              Hales	 
	 	 	Chairman,
              President and CEO	 
	 	 	 	 


    

     


    
      
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