Exhibit 10.2
PROMISSORY NOTE
|
U.S.
$5,750,000
|
March 1, 2009
|
This Promissory Note ("Promissory Note")
is issued by
Lumea, Inc.,
a Nevada corporation
("Lumea"), with its principal place of business at 7430 E.
Butherus Dr., Suite C, Scottsdale, Arizona 85260,
to
Easy Staffing Services,
Inc., a Delaware
corporation ("Easy"), with its principal place of business at 33747
N. Scottsdale Rd., Suite 135, Scottsdale, AZ 85266.
RECITALS
Lumea and its parent company, EMTA
Holdings, Inc., a Nevada corporation ("EMTA") are parties to an
Asset Purchase Agreement dated as of the date of this Promissory
Note (the "Asset Purchase Agreement") by and among Lumea,
EMTA, Easy and Easy's subsidiaries ESSI, Inc., a Delaware
corporation ("ESSI"), and Easy Staffing Services, Inc., an
Illinois corporation f/k/a Burton Placement Services, Inc.
("Burton").
Pursuant to Section 1.4 of the Asset
Purchase Agreement, Lumea agreed to issue this Promissory Note as
partial consideration for the purchase of the Acquired
Assets.
PROMISSORY NOTE
NOW, THEREFORE, in consideration of
the premises, and of the representations, warranties, covenants and
agreements ser forth herein, the parties agree and reaffirm as
follows:
FOR VALUE RECEIVED, Lumea hereby
promises to pay to the order of Easy, or order, at 33747 N.
Scottsdale Rd., Suite 135, Scottsdale, AZ 85266, or such other
place as may be designated in writing by Easy from time to time, in
lawful money of the United States of America and in immediately
available funds, the sum of Five Million Seven Hundred Fifty
Thousand Dollars ($5,750,000) together with interest thereon
from the date of this Promissory Note at the rate of Three and
Twenty-Five Hundredths Percent (3.25%) per annum, until paid in
full in accordance with the terms, conditions and provisions as
hereinafter set forth in this Promissory Note.
1.
Payments. Lumea will remit to Easy monthly payments of One
Hundred Thousand Dollars ($100,000) on or before the fifth
(5 th
) day of each calendar month,
commencing with calendar month April, 2009. The payments will be
allocated first to accrued but unpaid interest with the remainder
of each payment allocated to principal.
2.
Maturity. All then outstanding accrued but unpaid interest
and principal is due on March 1, 2014.
3.
Prepayment. Lumea may prepay all or any part of this
Promissory Note without penalty. Any prepayment is to be applied
toward the payment of the principal installments last maturing upon
this Promissory Note, that is, in the inverse order of maturity and
without reducing the amount or time of payment of the remaining
obligatory installments.
4.
Collateral. This Promissory Note is secured by a Security
Agreement of even date herewith (the "Security Agreement")
executed by Lumea as "Lumea" and Easy as "Secured Party"
encumbering all of the assets used in the business of Lumea (the
"Collateral").
5.
No Offsets or Deductions. All payments under this Promissory
Note shall be made by Lumea without any offset, decrease, reduction
or deduction of any kind or nature whatsoever.
6.
Default.
6.1
Cross Defaults. Each of the following shall constitute a
default under this Promissory Note (hereinafter a
"Default"):
6.1.1 any
failure to pay any principal or interest or any other part of the
Obligation pursuant to the provisions contained in this Promissory
Note, when due, and such failure is not remedied within thirty (30)
days after receipt by Lumea of written notice of default given by
Easy to Lumea; and
6.1.2 an
Event of Default, as defined in Section 3.1 of the Security
Agreement.
6.2
Default Remedy. Upon the occurrence of a Default hereunder,
Easy may, in its sole and absolute discretion, declare the entire
unpaid principal balance, together with all accrued and unpaid
interest thereon, and all other amounts and payments due hereunder,
immediately due and payable, without notice of demand, and pursue
all rights and remedies available to Easy under this Promissory
Note, the Asset Purchase Agreement and the Security Agreement, or
at law or in equity. The rights and remedies of Easy as provided in
this Promissory Note shall be cumulative and concurrent, and may be
pursued singly, successively, or together against Lumea and any
other funds, property or security held by Easy for payment hereof
or otherwise at the sole, absolute, uncontrolled discretion of
Easy. The failure to exercise any such right or remedy shall in no
event be construed as a waiver or release of said rights or
remedies or the right to exercise them at any later
time.
7.
Waivers. Except as set forth in this Promissory Note, to the
extent permitted by applicable law, Lumea waives and agrees not to
assert: (i) any exemption rights or (ii) demand, diligence, grace,
presentment for payment, protest, notice of nonpayment,
nonperformance, extension, dishonor, maturity, and default. Easy
may extend the time for payment of or renew this Promissory Note or
release any party from liability hereunder, and any such extension,
renewal, release or other indulgence shall not alter or diminish
the liability of Lumea except to the extent expressly set forth in
a writing evidencing or constituting such extension, renewal,
release or other indulgence.
8.
No Waiver by Easy. No delay or failure of Easy in exercising
any right hereunder shall affect such right, nor shall any single
or partial exercise of any right preclude further exercise
thereof.
9.
Governing Law. This Promissory Note shall be construed in
accordance with and governed by the laws of the State of Arizona,
without regard to principles of co