MACH ONE CORPORATION Zero Coupon Convertible Subordinated Promissory Note Due 2013

Exhibit 10.2

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

MACH ONE CORPORATION

Zero Coupon Convertible Subordinated

For value received, MACH ONE CORPORATION, a Nevada corporation (the "Company"), hereby promises to pay to the order of______________________, (hereinafter referred to as the "Payee" and/or “Purchaser”), or registered assigns, on the Maturity Date the Maturity Value, subject to any right of redemption, as provided for herein, in lawful money of the United States of America, in immediately available funds, at ____________________________________________ (the “Principal Address” of the Payee) or at such other place as the legal holder may designate from time to time in writing to the Company, or upon earlier redemption of this Note, as set forth below, at the Issue Price plus the Compounded Per Annum Yield from the Issue Date.

This Promissory Note is issued pursuant to and is entitled to the benefits of a certain Plan and Agreement of Reorganization, dated as of December 12, 2008, among the Company and certain Purchasers identified therein, as the same may be amended from time to time (the "Agreement"), and each holder of this Promissory Note, by its acceptance hereof, agrees to be bound by the provisions of the Agreement, a copy of which may be inspected by the legal holder hereof at the principal office of the Company. As provided herein, (i) this Promissory Note is subject to prepayment in Section 5.1 herein, (ii) the payment of this Promissory Note is subordinated to Senior Debt, as defined herein, and (iii) in case of an Event of Default as defined herein, this Promissory Note may become or may be declared due and payable in the manner and with the effect provided for herein. Except as expressly provided in Section 5.1 herein, the Company has no right or power to prepay this Promissory Note.
As further provided herein, upon surrender of this Promissory Note for transfer or exchange, a new Promissory Note or new Promissory Notes of the same tenor, dated the original date of the Promissory Note and in an aggregate Issue Price equal to the unpaid Issue Price, and in an aggregate Maturity Value equal to the Maturity Value less the portion so paid, of the Promissory Note so surrendered, will be issued to and registered in the name of the transferee or transferees. The Company may treat the person in whose name this Promissory Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes.

1.1 Payments and Endorsements. Payment of principal and accrued Original Issue Discount on the Zero Coupon Notes shall be made directly by check duly mailed or delivered to the Payee at his/her/its Principal Address referred above, without any presentment or notation of payment.

2.1. Conversion of Stated Principal Amount. This Promissory Note is convertible into shares of the Common Stock of the Company at the Applicable Conversion Value, as determined in Paragraph 3.2 herein per share.

3.1 Adjustments for Stock Splits, Consolidations, etc. The number and class of shares into which this Promissory Note is convertible shall at all times be equal to the number of shares that the Holder would have held if the Holder had received the Conversion Shares at the Issue Date and had continuously held those shares to the date of conversion.

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3.2 Adjustments for Dilutive Issues.

(a) Applicable Conversion Rate. The number of shares of Common Stock issuable upon conversion of this Promissory Note shall be the quotient obtained by dividing the portion of the Issue Price of this Note that is being converted by the Applicable Conversion Value, calculated as provided in Paragraph 2.2(b) below.                             

(b) Applicable Conversion Value. The Applicable Conversion Value in effect from time to time, except as adjusted in accordance with Paragraph 2.2(c) hereof, shall be $.125.

(c) Upon Sale of Common Stock. If the Company issues shares of its Common Stock for no consideration or at a price per share less than the then existing Applicable Conversion Value then a new Applicable Conversion Value shall be calculated by multiplying the then existing Applicable Conversion Value by the following fraction:

A+ (C/Vp)
A + N

A = the number of shares outstanding immediately prior to the issuance if all convertible securities, warrants, options and rights were converted or exercised.
C = consideration
Vp = previous or then existing applicable conversion value
N = number of shares of common stock issued; or in the event of a convertible security, the number of shares that security is convertible into.

Consideration means consideration received for issuance plus minimum consideration receivable upon exercise. If a portion of the consideration is other than cash, its value shall be fair market value as determined in good faith by the Board of Directors.

The Company's issuance of shares of Common Stock or options to purchase Common Stock pursuant to any stock purchase, stock option, or incentive program approved by the Board of Directors, to the company's employees, directors, or officers, shall not result in any change to the Applicable Conversion Value.

3.3 Reservation of Shares. The Company shall at all times during the period this Promissory Note is outstanding reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Promissory Note, shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations, which, in the opinion of counsel for the Company, shall be applicable thereto.

4.1 Method of Converting Promissory Notes. Subject to the terms and conditions of this Promissory Note, the Promissory Note may be converted by written notice to the Company, at its principal office in the State of Wisconsin, which presently is located at 6430 Congress Drive, West Bend, Wisconsin 53095. Such notice shall state the election to convert the Promissory Note and the amount and the number of shares in respect of which it is being converted, and shall be signed by the person or persons so converting the Promissory Note. Such notice shall be accompanied by confirmation of cancellation of all or a portion of the Promissory Note. The Company shall deliver a certificate or certificates representing the shares subject to such conversion as soon as practicable after the notice shall be received. The certificate or certificates for the shares as to which the Promissory Note shall have been so converted shall be registered in the name of the person or persons so converting the Promissory Note, and shall be delivered, as provided above, to or upon the written order of the person or persons converting the Promissory Note. In the event the Promissory Note shall be exercised by any person or persons other than the Holder in accordance with the terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to convert the Promissory Note. All shares that shall be purchased upon the conversion of the Promissory Note as provided herein shall be fully paid and nonassessable. The holder of this Promissory Note shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to it. The Holder hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by it pursuant to the exercise of this Promissory Note are being, or are to be, acquired by it for investment, and not with a view to the distribution thereof. In addition, the person converting the Promissory Note shall execute and deliver to the Company, with the notice provided for above, a certificate substantially in the form attached hereto as Exhibit A.

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5.1 Redemption of Notes.

(a) Required Redemptions. Upon the earlier to occur of a merger or other change of control described in Section 4.02(a) or on the 12 ^th day of December 2013, the Company shall pay, without premium, the Issue Price plus the accrued Original Issue Discount of the Zero Coupon Notes then outstanding.

(b) Optional Redemption. In addition to the redemption of Notes required under subsection 5.1(a), in the event the Company closes a Qualified Public Offering the Company may, without premium, subject to the notice requirement of subsection 5.1(c), redeem the outstanding Notes, in whole but not in part, in an amount equal to the Issue Price of, and all accrued Original Issue Discount on, the Zero Coupon Notes, to the extent such Notes remain outstanding.(c) Notice of Redemptions. Notice of optional redemptions pursuant to subsection 1.08(b) shall be given to all registered holders of the Notes at least thirty (30) days prior to the date of such redemption. The Company shall give all registered holders of the Notes at least ten (10) days prior written notice of the Company's intention to file a Registration Statement with the Securities and Exchange Commission for Any Public Offering.

6.1 Registration, etc. The Company shall maintain at its principal office a register of the Notes and shall record the names and addresses of the holders of the Notes, which includes the address to which notices are to be sent and payments are to be made, and the particulars of all transfers, exchanges and replacements of Notes.

7.1 Transfer and Exchange of Notes. The holder of any Note may surrender such Note at the principal office of the Company for transfer or exchange. The Company shall promptly make such exchange or transfer without expense to the holder (other than transfer taxes, if any) and shall issue in exchange therefore another Note for the same aggregate principal amount as the unpaid principal amount of the Note so surrendered.

8.1 Replacement of Notes. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Note and, if requested in the case of any such loss, theft or destruction, the Company will issue a new Note, of like tenor and amount and dated the date to which interest has been paid, in lieu of such lost, stolen, destroyed or mutilated Note.

9.1 Subordination. The payment of the principal of each and all of the Notes shall be subordinated in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of all Senior Debt (as hereinafter defined) at any time outstanding.

(a) No Payment on Notes Under Certain Conditions. In the event that:

(i) any default occurs in the payment of the principal of or interest on any Senior Debt and during the continuance of such default until such payment has been made or such default has been cured or waived in writing by such holder of Senior Debt; or

(ii) the maturity of any Senior Debt is accelerated by any holder thereof because of a default with respect thereto and until such acceleration has been rescinded or said Senior Debt has been paid; then and during the continuance of any of such events no payment of principal or interest on the Notes shall be made nor shall any property or assets be applied to the purchase or redemption of the Notes, whether voluntary or involuntary, by the Company or demanded or accepted by any holder of the Notes who has received notice from the Company or from a holder of Senior Debt of either of such events.

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(b) Scope of Section. The provisions of this Section 9.1 are intended solely for the purpose of defining the relative rights of the holders of the Notes, on the one hand, and the holders of Senior Debt, on the other hand. Nothing contained in this Section 9.1 or elsewhere in this Agreement or the Notes is intended to or shall impair, as between the Company, its creditors, other than the holders of Senior Debt, and the holders of the Notes, the obligation of the Company, which is unconditional and absolute, to pay to the holders of the Notes the principal of the Notes, Original Issue Discount on the Zero Coupon Notes.,

(c) Senior Debt Defined. The term "Senior Debt" shall mean all money borrowed from banks, including any extension or renewals thereof, whether outstanding on the date hereof or thereafter