Exhibit 10.2


     

    
      

    

    Exhibit
      10.2


    
      
        Southwest
          Bank

      

      PROMISSORY
        NOTE

      


      
        	
                Principal

                $1,500,000.00

              	
                Loan
                  Date

                08-01-2006

              	
                Maturity

                11-01-2006

              	
                Loan
                  No

                12030954-22003

              	
                Call
                  / Coll

                 

              	
                Account

                00000122565

              	
                Officer

                32405

              	
                Initials

              
	
                References
                  in
                  the shaded area are for Lender’s use only and do not limit the
                  applicability of this document to any particular loan or
                  item.

                Any
                  item
                  above containing “***” has been omitted due to text length
                  limitations.

              


      

      


      
        	
                Borrower:

              	
                Siboney
                  Learning Group Inc

                Siboney
                  Corporation

                325
                  Kirkwood Rd #300

                St
                  Louis, MO 63122

              	
                Lender:

              	
                Southwest
                  Bank of St. Louis

                St
                  Louis Region Commercial Lending

                13205
                  Manchester Road

                Des
                  Peres, MO 63131

              


      

    

    
      	 	 	 
	
              Principal
                Amount: $1,500,000.00

            	
              Initial
                Rate: 8.250%

            	
              Date
                of Note: August 1, 2006    
                

            


    

    

      PROMISE
        TO
        PAY. Siboney
        Learning
        Group Inc and Siboney Corporation (“Borrower”) jointly and severally promise to
        pay to Southwest Bank of St. Louis (“Lender”), or order, in lawful money of
        the United States of America, the principal amount of One Million Five Hundred
        Thousand & 00/100 Dollars ($1,500,000.00) or so much as may be
        outstanding, together with interest on the unpaid outstanding principal balance
        of each advance. Interest shall be calculated from the date of each advance
        until repayment of each advance.

       

      PAYMENT.
        Borrower
        will pay
        this loan in one payment of all outstanding principal plus all accrued unpaid
        interest on November 1, 2006. In addition, Borrower will pay regular monthly
        payments of all accrued unpaid interest due as of each payment date, beginning
        August 31, 2006, with all subsequent interest payments to be due on the last
        day
        of each month after that. Unless otherwise agreed or required by applicable
        law,
        payments will be applied to Accrued Interest, Credit Life Premiums, Principal,
        Late Charges, and Escrow. The annual interest rate for this Note is computed
        on
        a 365/360 basis; that is, by applying the ratio of the annual interest rate
        over
        a year of 360 days, multiplied by the outstanding principal balance, multiplied
        by the actual number of days the principal balance is outstanding. Borrower
        will
        pay Lender at Lender’s address shown above or at such other place as Lender may
        designate in writing.

       

      VARIABLE
        INTEREST RATE.
        The interest rate
        on this Note is subject to change from time to time based on changes in an
        index
        which is Lender’s Prime Rate (the “Index”). This is the rate Lender charges, or
        would charge, on 90-day unsecured loans to the most creditworthy corporate
        customers. This rate may or may not be the lowest rate available from Lender
        at
        any given time. Lender will tell Borrower the current Index rate upon Borrower’s
        request. The interest rate change will not occur more often than each Index
        rate
        change and will become effective without notice to the Borrower. If the Index
        becomes unavailable during the term of the Note, the Lender may substitute
        a
        comparable Index. Borrower understands that Lender may make loans based on
        other
        rates as well. The
        Index currently
        is 8.250% per annum. The interest rate to be applied to the unpaid principal
        balance during this Note will be at a rate equal to the index, resulting in
        an initial rate of 8.250% per annum.NOTICE:
        Under no circumstances will the interest rate on this Note be more than the
        maximum rate allowed by applicable law.

       

      PREPAYMENT.
        Borrower may pay
        without penalty all or a portion of the amount owed earlier than it is due.
        Early payments will not, unless agreed to by Lender in writing, relieve Borrower
        of Borrower’s obligation to continue to make payments of accrued unpaid
        interest. Rather, early payments will reduce the principal balance due. Borrower
        agrees not to send Lender payments marked “paid in full”, “without recourse”, or
        similar language. If Borrower sends such a payment, Lender may accept it
        without
        losing any of Lender’s rights under this Note, and Borrower will remain
        obligated to pay any further amount owed to Lender. All written communications
        concerning disputed amounts, including any check or other payment instrument
        that indicates that the payment constitutes “payment in full” of the amount owed
        or that is tendered with other conditions or limitations or as full satisfaction
        of a disputed amount must be mailed or delivered to: Southwest Bank of St.
        Louis, St Louis Region Commercial Lending, 13205 Manchester Road, Des Peres,
        MO
        63131.

       

      LATE
        CHARGE.
        If a payment is
        more than 10 days late, Borrower will be charged 5.000% of the unpaid portion
        of
        the regularly scheduled payment.

       

      INTEREST
        AFTER DEFAULT.
        Upon default,
        including failure to pay upon final maturity, the interest rate on this
        Note  shall be increased by adding a 3.000 percentage point margin (“Default
        Rate
        Margin”). The
        Default Rate Margin shall also apply to each succeeding interest rate change
        that would have applied had there been no default. However, in no event will
        the
        interest rate exceed the maximum interest rate limitations under applicable
        law.

       

      DEFAULT.
        Each of the
        following shall constitute an event of default (“Event of Default”) under this
        Note.

       

      Payment
        Default.
        Borrower fails to
        make any payment when due under this Note.

       

      Other
        Defaults.
        Borrower fails to
        comply with or to perform any other term, obligation, covenant or condition
        contained in this Note or in any of the related documents or to comply with
        or
        to perform any term, obligation, covenant or condition contained in any other
        agreement between Lender and Borrower.

       

      Default
        in
        Favor of Third Parties.
        Borrower or any
        Grantor defaults under any loan, extension of credit, security agreement,
        purchase or sales agreement, or any other agreement, in favor of any other
        creditor or person that may materially affect any of Borrower’s property or
        Borrower’s ability to repay this Note or perform Borrower’s obligations under
        this Note or any of the related documents.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      False
        Statements.
        Any warranty,
        representation or statement made or furnished to Lender by Borrower or on
        Borrower’s behalf under this Note or the related documents is false or
        misleading in any material respect, either now or at the time made or furnished
        or becomes false or misleading at any time thereafter.

       

      Insolvency.
        The dissolution or
        termination of Borrower’s existence as a going business, the insolvency of
        Borrower, the appointment of a receiver for any part of Borrower’s property, any
        assignment for the benefit of creditors, any type of creditor workout, or
        the
        commencement of any proceeding under any bankruptcy or insolvency laws by
        or
        against Borrower.

       

    

    
      Creditor
        or
        Forfeiture Proceedings.
        Commencement of
        foreclosure or forfeiture proceedings, whether by judicial proceeding,
        self-help, repossession or any other method, by any creditor of Borrower
        or by
        any governmental agency against any collateral securing the loan. This includes
        a garnishment of any of Borrower’s accounts, including deposit accounts, with
        Lender. However, this Event of Default shall not apply if there is a good
        faith
        dispute by Borrower as to the validity or reasonableness of the claim which
        is
        the basis of the creditor or forfeiture proceeding and if Borrower gives
        Lender
        written notice of the creditor or forfeiture proceeding and deposits with
        Lender
        monies or a surety bond for the creditor or forfeiture proceeding, in an
        amount
        determined by Lender, in its sole discretion, as being an adequate reserve
        or
        bond for the dispute.

       

      Events
        Affecting Guarantor.
        Any of the
        preceding events occurs with respect to any guarantor, endorser, surety,
        or
        accommodation party of any of the indebtedness or any guarantor, endorser,
        surety, or accommodation party dies or becomes incompetent, or revokes or
        disputes the validity of, or liability under, any guaranty of the indebtedness
        evidenced by this Note. In the event of a death, Lender, at its option, may,
        but
        shall not be required to, permit the guarantor’s estate to assume
        unconditionally the obligations arising under the guaranty in a manner
        satisfactory to Lender, and, in doing so, cure any Event of
        Default.

       

      Change
        In
        Ownership.
        Any change in
        ownership of twenty-five percent (25%) or more of the common stock of
        Borrower.

       

      Adverse
        Change.
        A material adverse
        change occurs in Borrower’s financial condition, or Lender believes the prospect
        of payment or performance of this Note is impaired.

       

      Insecurity.
        Lender in good
        faith believes itself insecure.

       

      LENDER’S
        RIGHTS.
        Upon default,
        Lender may declare the entire unpaid principal balance under this Note and
        all accrued unpaid interest immediately due, and then Borrower will pay that
        amount.

       

      ATTORNEYS’
        FEES; EXPENSES.
        Lender may hire or
        pay someone else to help collect this Note if Borrower does not pay. Borrower
        will pay Lender that amount. This includes, subject to any limits under
        applicable law, Lender’s attorneys’ fees and Lender’s legal expenses whether or
        not there is a lawsuit, including attorneys’ fees and expenses for bankruptcy
        proceedings (including efforts to modify or vacate any automatic stay or
        injunction), and appeals. If not prohibited by applicable law, Borrower also
        will pay any court costs, in addition to all other sums provided by
        law.

       

      GOVERNING
        LAW.
        This Note will be
        governed by federal law applicable to Lender and, to the extent not preempted
        by
        federal law, the laws of the State of Missouri without regard to its conflicts
        of law provisions. This Note has been accepted by Lender in the State of
        Missouri.

       

      CHOICE
        OF
        VENUE.
        If there is a
        lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of
        the courts of St Louis County, State of Missouri.

       

      DISHONORED
        ITEM FEE.
        Borrower will pay
        a fee to Lender of $15.00 if Borrower makes a payment on Borrower’s loan and the
        check or preauthorized charge with which Borrower pays is later
        dishonored.

       

      RIGHT
        OF
        SETOFF.
        To the extent
        permitted by applicable law, Lender reserves a right of setoff in all Borrower’s
        accounts with Lender (whether checking, savings, or some other account).
        This
        includes all accounts Borrower holds jointly with someone else and all accounts
        Borrower may open in the future. However, this does not include any IRA or
        Keogh
        accounts, or any trust accounts for which setoff would be prohibited by law.
        Borrower authorizes Lender, to the extent permitted by applicable law, to
        charge
        or setoff all sums owing on the debt against any and all such accounts, and,
        at
        Lender’s option, to administratively freeze all such accounts to allow Lender to
        protect Lender’s charge and setoff rights provided in this
        paragraph.

       

      LINE
        OF
        CREDIT.
        This Note
        evidences a revolving line of credit. Advances under this Note, as well as
        directions for payment from Borrower’s accounts, may be requested orally or in
        writing by Borrower or by an authorized person. Lender may, but need not,
        require that all oral requests be confirmed in writing. Borrower agrees to
        be
        liable for all sums either: (A) advanced in accordance with the instructions
        of
        an authorized person or (B) credited to any of Borrower’s accounts with Lender.
        The unpaid principal balance owing on this Note at any time may be evidenced
        by
        endorsements on this Note or by Lender’s internal records, including daily
        computer print-outs. Lender will have no obligation to advance funds under
        this
        Note if: (A) Borrower or any guarantor is in default under the terms of this
        Note or any agreement that Borrower or any guarantor has with Lender, including
        any agreement made in connection with the signing of this Note;
        (B) Borrower or any guarantor ceases doing business or is insolvent; (C)
        any guarantor seeks, claims or otherwise attempts to limit, modify or revoke
        such guarantor’s guarantee of this Note or any other loan with Lender; (D)
        Borrower has applied funds provided pursuant to this Note for purposes other
        than those authorized by Lender; or (E) Lender in good faith believes itself
        insecure.

       

      SUCCESSOR
        INTERESTS.
        The terms of this
        Note shall be binding upon Borrower, and upon Borrower’s heirs, personal
        representatives, successors and assigns, and shall inure to the benefit of
        Lender and its successors and assigns.

       

      GENERAL
        PROVISIONS.
        If any part of
        this Note cannot be enforced, this fact will not affect the rest of the Note.
        Lender may delay or forgo enforcing any of its rights or remedies under this
        Note without losing them. Each Borrower understands and agrees that, with
        or
        without notice to Borrower, Lender may with respect to any other Borrower
        (a)
        make one or more additional secured or unsecured loans or otherwise extend
        additional credit; (b) alter, compromise, renew, extend, accelerate, or
        otherwise change one or more times the time for payment or other terms of
        any
        indebtedness, including increases and decreases of the rate of interest on
        the
        indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not
        to
        perfect, and release any security, with or without the substitution of new
        collateral; (d) apply such security and direct the

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      order
        or manner of
        sale thereof, including without limitation, any non-judicial sale permitted
        by
        the terms of the controlling security agreements, as Lender in its discretion
        may determine; (e) release, substitute, agree not to sue, or deal with any
        one
        or more of Borrower’s sureties, endorsers, or other guarantors on any terms or
        in any manner Lender may choose; and (f) determine how, when and what
        application of payments and credits shall be made on any other indebtedness
        owing by such other Borrower. Borrower and any other person who signs,
        guarantees or endorses this Note, to the extent allowed by law, waive
        presentment, demand for payment, and notice of dishonor. Upon any change
        in the terms
        of this Note, and unless otherwise expressly stated in writing, no party
        who
        signs this Note, whether as maker, guarantor, accommodation maker or endorser,
        shall be released from liability. All such parties agree that Lender may
        renew
        or extend (repeatedly and for any length of time) this loan or release any
        party
        or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
        security interest in the collateral; and take any other action deemed necessary
        by Lender without the consent of or notice to anyone. All such parties also
        agree that Lender may modify this loan without the consent of or notice to
        anyone other than the party with whom the modification is made. The obligations
        under this Note are joint and several.

    

    
       

      ORAL
        AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
        ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH
        DEBT
        ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED
        THAT
        IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S))
        AND
        US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
        REACH
        COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
        AND
        EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
        AGREE IN WRITING TO MODIFY IT.

      


      JURY
        WAIVER.
        Lender and
        Borrower hereby waive the right to any jury trial in any action, proceeding,
        or
        counterclaim brought by either Lender or Borrower against the
        other.

      


      PRIOR
        TO
        SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
        THIS
        NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES
        TO
        THE TERMS OF THE NOTE.

      


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

      


      BORROWER:

    

    


    SIBONEY
      LEARNING
      GROUP INC

    


    
      	
              By: /s/ Timothy
                J.
                Tegeler                                              
                

              Timothy
                J.
                Tegeler, Chief Executive Officer of

              Siboney
                Learning Group Inc.

            	
              By:/s/ Rebecca
                Braddock                                                      
                

              Rebecca
                Braddock, Secretary of 

              Siboney
                Learning Group Inc.

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
              SIBONEY
                CORPORATION

            	
               

            
	
               

            	
               

            
	
              By: /s/ Timothy
                J.
                Tegeler                                                 
                

              Timothy
                J.
                Tegeler, Chief Executive Officer of

              Siboney
                Corporation

            	
              By:/s/ Rebecca
                Braddock                                                      
                

              Rebecca
                Braddock, Secretary of

              Siboney
                Corporation