PROMISSORY NOTE

Exhibit 10.28

PROMISSORY NOTE

To Master Security Agreement No. 4081063

December 30, 2005

(Date)

FOR VALUE RECEIVED, Favrille, Inc., a  Delaware corporation, located at the address stated below ( “Maker” ) promises, jointly and severally if more than one, to pay to the order of Oxford Finance Corporation or any subsequent holder hereof (each, a “Payee” ) at its office located at 133 N. Fairfax Street, Alexandria, VA 22314 or at such other place as Payee or the holder hereof may designate, the principal sum of One Million Four Hundred Ninety Eight Thousand Six Hundred Seventy Seven Dollars and Twenty Seven Cents($1,498,677.27), with interest on the unpaid principal balance, from the date hereof through and including the dates of payment, at a fixed interest rate of ten and eighty-nine hundredths percent (10.89%) per annum, in twenty-four (24) consecutive monthly installments of principal and interest as follows:

each ( “Periodic Installment” ) and a final installment which shall be in the amount of the total outstanding principal and interest.  The first Periodic Installment shall be due and payable on or before  February 1, 2006 and the following Periodic Installments shall be due and payable on the first day of each succeeding month (each, a “Payment Date” ) beginning March 1, 2006.  Such installments have been calculated on the basis of a 360-day year of twelve 30-day months.  Each payment may, at the option of the Payee, be calculated and applied on an assumption that such payment would be made on its due date. Maker agrees to pay any initial partial month interest payment from the date of this Note to the first day of the following month (“Interim Interest”).

The acceptance by Payee of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Payee’s right to receive payment in full at such time or at any prior or subsequent time.

The Maker hereby expressly authorizes the Payee to insert the date value is actually given in the blank space on the face hereof and on all related documents pertaining hereto.

This Note may be secured by a security agreement, chattel mortgage, pledge agreement or like instrument (each of which is hereinafter called a “Security Agreement” and any Security Agreement, this Note and any other document evidencing or securing this loan is hereinafter called a “Debt Document” ).

Time is of the essence hereof.  If any installment or any other sum due under this Note or any Security Agreement is not received within 7 days of when due, the Maker agrees to pay, in addition to the amount of each such installment or other sum, a late payment charge of five percent (5%) of the amount of said installment or other sum, but not exceeding any lawful maximum.  If (i) Maker fails to make payment of any amount due hereunder within 7 days after the same becomes due and payable; or  (ii) Maker is in default under, or fails to perform under any term or condition contained in any Security Agreement and such default or failure to perform is not cured within the applicable cure period, if any, then the entire principal sum remaining unpaid, together with all accrued interest thereon and any other sum payable under this Note or any Security Agreement, at the election of Payee, shall immediately become due and payable, with interest thereon at the lesser of eighteen percent (18%) per annum or the highest rate not prohibited by applicable law from the date of such accelerated maturity until paid (both before and after any judgment).

Maker may prepay in full any indebtedness hereunder upon five (5) days’ notice to the Payee. The prepayment shall be accompanied by payment of (i) all accrued and unpaid interest on the outstanding principal balance of this Note on the date of prepayment and (ii) a premium of 6% of the principal prepaid if such prepayment shall occur in Year 1, a premium of 4% of the principal prepaid if such prepayment shall occur in Year 2 and a premium of 2% of the principal prepaid if such prepayment shall occur in Year 3 and thereafter. Year 1 will mean the period consisting of the 1st through the 12th installments under this Note and subsequent years will refer to the subsequent twelve monthly payment periods.

The Maker and all sureties, endorsers, guarantors or any others (each such person, other than the Maker, an “Obligor” ) who may at any time become liable for the payment hereof jointly and severally consent hereby to any and all extensions of time, renewals, waivers or modifications of, and all substitutions or releases of, security or of any party primarily or secondarily liable on this Note or any Security Agreement or any term and provision of either, which may be made, granted or consented to by Payee, and agree that suit may be brought and maintained against any one or more of them, at the election of Payee without joinder of any other as a party thereto, and that Payee shall not be required first to foreclose, proceed against, or exhaust any security hereof in order to enforce payment of this Note.  The Maker and each Obligor hereby waives presentment, demand for payment, notice of nonpayment, protest, notice of protest, notice of dishonor,

1