ex_1017.htm


    
      

      

    

    
      EXHIBIT
        10.17

       

       

      
        	
                Date:

              	
                As
                  of November 28, 2005

              


      

      
        	
                 

              	
                Yorba
                  Linda, CA

              


      

       

      Up
        To
        NINE HUNDRED THOUSAND DOLLARS ($900,000.00)

       

      LOAN
        PROMISSORY NOTE

       

      Whereas
        David Morse (holde4r of the December 12, 2002 UCC-1 filing) agrees to assign
        all
        Intellectual Property and Trade Mark rights and privileges to PocketFinder,
        Inc., in consideration of receipt of this Promissory Note (the “Note”) as the
        terms set forth herein:

       

      FOR
        VALUE
        RECEIVED, PocketFinder Inc., a California Corporation promises to pay David
        M.
        Morse, whose address is 25372 Mustang Dr., Laguna Hills, CA (hereinafter
        “Holder”) at such place as the Holder may designate, the principal sum of up to
        NINE HUNDRED THOUSAND DOLLARS (US$900,000), together with interest from this
        date of issuance until paid in full as set forth below.

       

      1.           Payments:

       

      a.           Payment
        of the principal shall be made as follows:  Holder shall receive
        principal, interest and costs incurred for this loan established through
        holder’s personal Prudential/Wachovia investment Margin Account.  If
        stocks, bonds, mutual funds or other securities are liquidated to satisfy
        this
        margin account, PocketFinder agrees to reimburse holder for any loss, with
        interest, of securities value or penalties incurred from date sold to the
        date
        wherein this note is met.

       

      b.           This
        note will not become due until PocketFinder, Inc. attains financial stability,
        defined as strong revenue generation and cash flow that will sustain incremental
        payments, against this note.  Up to twelve (12) quarterly payments may
        be made to fulfill payment of this note.

       

      c.           All
        payments received will be applied first to accrued interest and then to the
        unpaid principal balance hereof.

       

      d.           This
        note is secured by the UCC-1 filed in the State of California on
        December 12, 2002 and includes all IP, TM, ongoing R&D, and all other
        assets owned by the company.

       

      2.           Prepayment:  this
        note may be prepaid in whole or in part of any designated payment due without
        premium or penalty.

       

      3.           Interest
        rate:  Simple interest at a rate of 8% per annum.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      4.           Lawful
        money:  all payments made hereunder, including principal and
        interest, are payable in lawful money of the United States of
        America.

       

      5.           Events
        of Default:  if the Company fails to make any payment of
        principal, interest, or fee on or before September 2008, then holder may
        demand
        payment or secure assets outlined in the UCC-1 filing
        referenced.  Furthermore, if Note is not paid in full by September
        2011, the Holder has the rights to all assets described herein and secured
        by
        the Decembe 12, 2002 UCC-1 filing.

       

      6.           Amendments
        Modifications and Waivers:  No change or modification to this Note
        shall be considered valid and enforceable unless it is in writing and signed
        by
        Holder and PocketFinder, Inc.  No purported or alleged waiver of any
        provision of the Note shall be valid or effective unless the modification
        or
        waiver is in writing and is signed by the party against whom it is sought
        to be
        enforced.

       

      7.           Restrictions
        on Assignment and Transfer:  This Note may only be assigned or
        transferred by the Holder, to any other person or entity with the written
        consent of Company, which consent may be withheld for any reason.

       

      8.           Successors
        and Assigns:  this Note and all of its provisions hereof and the
        amendments, waivers, or modifications made pursuant to the conditions set
        forth
        shall be binding upon and inure to the benefit of the parties hereto and
        their
        respective heirs, devisees, legal representatives, and successors and
        assigns.  Any successor, assign or transferee of Holder shall be
        deemed a Holder under this Note.

       

      11.         Governing
        Law:  this Note shall be deemed to be a contract made under the
        laws of California, and for all purposes shall be governed by and construed
        in
        accordance with the laws of Orange County, CA, without regard to its principles
        of conflicts of law.

       

    

    In
      witness thereof, the undersigned have executed this instrument

     

    
      	
              /s/
                David
                Morse   

            	 	 	
              /s/
                Joseph
                Scalisi

            	 
	
              Holder   

            	 	 	
              Joseph
                Scalisi,
                President, PocketFinder
                Inc.

            	 
	
               

            	 	 	
              
                 

              

            	 


    

     

     

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