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Exhibit 10.2
THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS
NOTE MAY NOT
BE SOLD OR OTHERWISE PLEDGED OR TRANSFERRED UNLESS A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
IS IN EFFECT
WITH RESPECT TO THE TRANSFER OF SUCH NOTE OR THE COMPANY
HAS RECEIVED
AN OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE
COMPANY
PROVIDING THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE
SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.
PROMISSORY NOTE
AMOUNT
$2,152,000
ISSUE DATE: MAY 29, 2009
1. PROMISE TO PAY. Smoky Market Foods, Inc., a Nevada corporation
("Maker")
located at 804 Estates Dr., Suite 100, Aptos, CA 95003, for value
received,
hereby promises to pay to 70 LIMITED LLC ("Noteholder") on the
Maturity Date (as
defined below), at 3554 Wild Cherry Court, Las Vegas, NV, the sum
of Two Million
One Hundred Fifty-Two Thousand Dollars ($2,152,000), plus accrued
but unpaid
interest on the unpaid principal as set forth in the Promissory
Note (this
"Note").
2. ACCRUAL AND PAYMENT OF INTEREST. Interest shall accrue on the
outstanding
principal balance of the Note at the rate of 10% per annum (based
upon a 365 day
calendar year).
3. MATURITY DATE; TERM. Payment in full of the principal and
interest accrued on
this Note shall be due on the Maturity Date. The Maturity Date
shall be the
two-year anniversary of the Issue Date.
4. PREPAYMENT. Maker may prepay this Note in whole or in part at
any time
without penalty.
5. DEFAULT. If one or more of the following events (each, an "Event
of Default")
shall have occurred and be continuing:
(a) if Maker shall fail to pay any principal on this Note, or
interest thereon, when due;
(b) if any bankruptcy or insolvency
proceeding involving
Maker is commenced (whether voluntary or involuntary);
provided, however, in the event that this subsection 5(b) is
&n
