Exhibit
10.2
PROMISSORY
NOTE
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$______________.00
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_________ ,
2009
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Wellington,
Florida
FOR VALUE RECEIVED, The
QUANTUM GROUP, INC., a Nevada corporation (“Quantum” or
the “Borrower”) promises to pay to the order of
(“Lender”) the principal sum of ________________
Thousand and no/100ths Dollars ($_____________.00) (the
“Obligation”). No interest shall accrue during the term
of this Note, except as otherwise provided herein. In lieu of
interest hereon, Borrower hereby promises to pay to Lender the
principal sum of _________________________ and _____/100ths Dollars
($___________.__) as payment in full (the “Principal
Payment” or “Principal”). The difference between
the Obligation and the Principal Payment shall be treated as
“original issue discount” and be reported as interest
income over the term of this Note.
1.
Maturity
Date . The
Principal Payment shall be due and payable on __________, 2009 (the
“Maturity Date”). In the event the Obligation has not
been paid in full by such Maturity Date, the Obligation, plus
interest accruing from the date hereof through the date of payment
at the rate of Fifteen Percent (15%), compounded monthly and on the
basis of a 360-day year of twelve 30-day months, in arrears, on a
proportionate basis, shall thereafter be payable Sixty (60) days
after demand for payment by the Lender.
2.
Prepayment . Borrower shall prepay
any or all amounts due under this Note at the closing of any public
or private financing for which the Company receives gross proceeds
of at least $2,000,000.
3.
Method of
Payment .
Any payment hereunder shall be made by certified or bank
cashier’s check unless Lender has provided Borrower with
appropriate wire instructions, in which event, the payment shall be
made by wire transfer of “same day” funds.
4.
Default
. In the event of
an occurrence of any event of default specified below, the
Principal Payment shall become immediately due and payable without
notice, except as specified below:
(a)
Borrower files a
petition to take advantage of any insolvency act; makes an
assignment for the benefit of its creditors; commences a proceeding
for the appointment of a receiver, trustee, liquidator or
conservator of itself of a whole or any substantial part of its
property; files a petition or answer seeking reorganization or
arrangement or similar relief under the federal bankruptcy laws or
any other applicable law or statute of the United States of America
or any state.
(b)
A court of competent
jurisdiction enters an order, judgment or decree appointing a
custodian, receiver, trustee, liquidator or conservator of Borrower
or of the whole or any substantial part of its properties, or
approves a petition filed against Borrower seeking reorganization
or arrangement or similar relief under the federal bankruptcy laws
or any other applicable law or statute of the Untied States of
America or any state; or if, under the provisions of any other law
for the relief or aid of debtors, a court of competent jurisdiction
assumes custody or control of Borrower or of the whole or any
substantial part of its properties; or there is commenced against
Borrower any proceeding for any of the foregoing relief and such
proceeding or petition remains undismissed for a period of 30 days;
or if Borrower by any act indicates its consent to or approval of
any such proceeding or petition.
