EXHIBIT
10.2 CONVERTIBLE PROMISSORY NOTE
PROMISSORY
NOTE
Dated
March 19, 2007
Mesa,
Maricopa County, Arizona
1. Promise
to Pay.
For
value received, B2 Digital, Inc., a Delaware corporation, ("Maker") promises
to
pay to Eagle West Communications, Inc., a Nevada corporation, (“Payee”), or
order, in care of Johnson, Rasmussen, Robinson & Allen, P.L.C., 48 North
Macdonald, Mesa, Arizona 85201, or at such other place as Payee shall designate
in writing, the principal amount of Six Hundred Thousand Dollars
($600,000.00).
2. Payment
Terms.
This
Note shall bear 7.5% interest until the due date. The principal amount due
under
this Note shall be payable in full on or before March 19, 2008. Maker may prepay
all or any portion of this Note without penalty. Conversion of note to Shares
@
$.20 at selection of seller:
3. Default.
Maker
will be in default if any of the following happens: (a) Maker fails to make
payment when due; (b) Maker breaks any promise Maker has made to Payee, or
Maker
fails to comply with or to perform when due any other term, obligation, covenant
or condition contained in this Note or in the Security Agreement of even date
herewith (the “Security Agreement”); (c) Maker becomes insolvent, a receiver is
appointed for any part of the Collateral, Maker makes an assignment for the
benefit of creditors, or any proceeding is commenced by Maker or against Maker
under any bankruptcy or insolvency laws, provided, however, the foregoing
provisions as they relate to bankruptcy and insolvency shall not apply in the
event of a good faith dispute by Maker as to the validity or reasonableness
of
the claim which is the basis of the proceeding.
4. Payee’s
Rights; Default Interest.
If
Maker has failed to cure any default within five (5) days of written notice
thereof, Payee may declare the entire unpaid principal balance on this Note
and
all accrued but unpaid interest, if any, immediately due, and within ten (10)
days of receiving written notice thereof Maker will pay that amount. In
addition, from the date of default and until the entire amount due under this
Note has been paid in full, interest shall accrue on the unpaid principal and
interest due under this Note at the rate of 1 ½ percent per month. Payee may
hire or pay someone else to help collect this Note if Maker does not pay. Maker
also will pay Payee amounts reasonably charged by such person. This includes,
subject to any limits under applicable law, Payee’s reasonable attorneys’ fees
and Payee’s legal expenses whether or not there is a lawsuit, including
reasonable attorneys’ fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. If not
prohibited by applicable law, Maker will also pay any court costs, in addition
to all other sums provided by law. This Note has been delivered to Payee and
accepted by Payee in the State of Arizona. If there is a lawsuit, the parties
agree to submit to the exclusive jurisdiction of the Superior Court in Maricopa
County, Arizona. This Note shall be governed by and construed in accordance
with
the laws of the State of Arizona.
5. Collateral.
This
Note is secured by certain assets covered by the Security Agreement and one
or
more UCC-1 Financing Statements, all of the terms, conditions and covenants
of
which are hereby incorporated into and made a part of this Note.
6. General
Provisions.
Payee
may delay or forego enforcing any of its rights or remedies under this Note
without losing them. Except as otherwise provided herein, Maker, to the extent
allowed by law, waives presentment, demand for payment, protest and notice
of
dishonor.
PRIOR
TO SIGNING THIS NOTE, MAKER HAS READ AND UNDERSTANDS ALL THE PROVISIONS OF
THIS
NOTE. MAKER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A
COMPLETED COPY OF THIS NOTE.
Maker:
B2
Digital, Inc.
By
Robert
Russell Date:
March 19, 2007
Robert
Russell
Its:
C.E.O.