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EXHIBIT 10.2
FORM OF REVOLVING CREDIT NOTE
$320,000
December 20, 2006
FOR VALUE RECEIVED, ONE VOICE TECHNOLOGIES INC., a Nevada
corporation
("DEBTOR"), HEREBY PROMISES TO PAY to the order of
____________________
("PAYEE"), at the offices of Payee, ____________________, Fax:
____________________, or at such other place as Payee may from time
to time
designate, the principal sum equal to the lesser of (a) THREE
HUNDRED AND TWENTY
THOUSAND DOLLARS ($320,000.00) or (b) the aggregate unpaid
principal amount of
all Advances made by Payee to Debtor, which amount shall be payable
by Debtor in
lawful money of the United States of America and in immediately
available funds
in accordance with the terms of the Loan Agreement (as defined
below). Debtor
hereby further promises to pay interest (the "Interest") to the
order of Payee
on the unpaid principal balance hereof at the rate of 8% per annum,
payable
monthly on the first day of each month in arrears and in the manner
and in
accordance with the provisions of the Loan Agreement, which
provisions are
hereby incorporated herein by reference. The foregoing
notwithstanding, Interest
shall be payable in restricted shares of Debtor's Common Stock
valued at eighty
percent (80%) of the average of the three (3) lowest closing bid
prices for the
Common Stock for the thirty (30) trading days prior to a payment
date.
1. For the purposes hereof, "Loan Agreement" shall mean that
certain Loan
Agreement, dated as of the date hereof, between Payee and Debtor,
as the same
now exists or may hereafter be amended, restated, renewed,
replaced,
substituted, supplemented, extended, or otherwise modified. All
capitalized
terms used herein and not otherwise defined herein shall have the
meanings
ascribed to such terms in the Loan Agreement.
2. This Note evidences the aggregate outstanding principal balance,
from time to
time, of the Advances made by Payee to Debtor pursuant to the Loan
Agreement. It
is contemplated that there may be times when no indebtedness is
owing hereunder;
but notwithstanding any such occurrence, this Note shall remain
valid and shall
be in full force and effect as to the Advances made subsequent to
each such
occurrence.
3. This Note is secured by Collateral and is entitled to all of the
benefits and
rights as set forth in the Loan Agreement and the Transaction
Documents. At the
time any payment is due hereunder, Lender, at its option, may
charge the amount
thereof to any account of Debtor maintained by Lender.
4. If any Event of Default shall occur, or if the Loan Agreement
shall be
terminated, in addition to all rights and remedies of Payee under
the Loan
Agreement and the Transaction Documents, applicable law or
otherwise, all such
rights and remedies being cumulative, not exclusive and
enforceable
alternatively, successively and concurrently, any or all of the
Obligations,
including, without limitation, all amounts owing under this Note,
may, as
provided in the Loan Agr
