Exhibit 10.2
SECURED PROMISSORY
NOTE
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US
$10,000.00
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September 2, 2009
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Dallas, Texas
1. Promise to Pay .
FOR VALUE RECEIVED, the undersigned, Lance Ayers , an
individual residing in Dallas County, Texas ( “ Ayers
”), hereby promises to pay to the order of Noel Noel,
Ltd. , a company with its principal office located at 87
Station Road in Ashington, Northumberland NE63 8RS United Kingdom
(the “ Holder ”), as hereinafter provided, the
principal sum of US Ten Thousand Dollars (US $10,000.00), plus
accrued interest at the rate of 2% per annum, for so long as
any principal remains outstanding under this Note. This Note is
issued and delivered to Holder pursuant to Section 2 of
that certain Stock Purchase Agreement as amended by and between the
Ayers and Holder (the “ Amended Stock Purchase
Agreement ”). This Note is secured by a pledge of the
Shares as collateral under the Security Agreement, both as referred
to and defined in the Amended Stock Purchase Agreement.
2. Payment Terms .
Principal and accrued but unpaid interest are due and payable by
Ayers to Holder in consecutive equal monthly installments of US
Four Dollars (US $400.00), plus accrued but unpaid interest,
beginning on September 2, 2010 and continuing thereafter on
the first day of each calendar month until this Note is paid in
full. The outstanding principal balance of this Note and any and
all accrued but unpaid interest hereon shall be due and payable in
full on September 2, 2012. All payments made under this Note
must be made to Holder at the address provided in
Section 1 above, or at such other place as Holder
directs in writing. Ayers may prepay this Note in part or in full
without penalty or premium at any time before final maturity.
Prepayment in full shall consist of payment of the remaining unpaid
principal balance together with all accrued and unpaid interest.
Early payments will not, unless agreed in writing, relieve Ayers of
its obligation to continue to make payments under the above payment
schedule. All payments and prepayments will first be applied to
accrued and unpaid interest and the balance of any such payments or
prepayments will be applied to outstanding principal. Acceptance by
Holder of any payment hereunder that is less than payment in full
of all amounts due and payable at the time of such payment will not
constitute a waiver of the right to exercise any of Holder’s
available remedies at that time or at any subsequent time, without
the express written consent of Holder.
3. Usury Limitations .
It is the intent of Ayers and Holder in the execution of this Note
and all other documents and agreements executed in connection with
the transactions contemplated by the Amended Stock Purchase
Agreement (this Note and all such other documents and agreements
are herein called the “ Transaction Documents ”)
to contract in strict compliance with applicable usury law. In
furtherance thereof, and notwithstanding anything to the contrary
contained herein, no provisions of this Note will require the
payment or permit the charge or collection of interest in excess of
the maximum rate permitted by applicable usury laws now or
hereafter enacted, which rate will change when and as said laws
change, to the extent permitted by law, effective on the day such
change in such laws become effective. If any interest in excess of
such maximum rate is herein provided for, or is adjudicated to be
so provided, or charged or received, in this Note or otherwise in
connection with this transaction giving rise to the execution
hereof, the provisions of this Section 3 will govern,
and Ayers will not be obligated
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to pay the excess amount of such interest. If,
in the event of prepayment or acceleration or for any reason
interest in excess of the maximum rate of interest permitted by
applicable law has been charged or received, any excess amount
charged will be deemed void and of no effect to the extent of such
excess, and any excess amount received will be applied as a payment
and reduction of the principal of indebtedness evidenced by this
Note; and if the principal amount thereof has been paid in full,
any remaining excess shall be paid to Ayers.
4. Events of Default .
The occurrence or happening, at any time and from time to time, of
any one or more of the following shall immediately constitute an
“ Event of Default ” under this Note:
(a) The failure of Ayers to make any
payment on this Note, or any installment thereof when due, and such
failure continues for a period of fourteen (14) days;
or
(b) the occurrence of a Change in
Control.
As used herein, a “ Change
in Control ” means the occurrence of any of the following
events:
(i) Ayers terminates his employment
with Real Estate Referral Center, Inc., (now Gold Bag, Inc.) a
Nevada corporation (the “ Company ”) or his
employment with the Company is terminated, for any reason;
or
(ii) Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “ Exchange Act
”)), other than Ayers or any of his affiliates (as defined
below), becomes the “beneficial owner” (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company, or acquires securities of the Company
(whether by issuance directly from the Company, pursuant to the
exercise or co
