Exhibit 10.2
PROMISSORY NOTE
Amount: Variable Date: August 1, 2005
FOR VALUE RECEIVED, Bravo Resource Partners, Ltd, a Yukon Canada corporation
(the "Maker") hereby promises to pay to the order of The Bridge Group, Inc., a
Nevada corporation ("Payee"), at such address as Payee shall notify Maker in
writing, the variable principal sum set forth in Exhibit "A", as amended from
time to time as advances are agreed to by the parties hereto, with no interest,
payable principal in full on or before a date 180 days from the date of written
demand from Payee to Maker.
1. Right of Prepayment. Maker has the right to prepay all or any portion of
this Note at any time during its term without penalty. Such prepayments
shall be applied first to interest, if any, and then to principal.
2. Default. Any of the following shall constitute a default by Maker
hereunder:
o The failure of the maker to make any payment of principal or interest
required hereunder within 10 days of the due date for such payment; or
o The failure of Maker to fully perform any other material covenants and
agreements under this Note and continuance of such failure for a
period of 30 days after written notice of the default by Payee to the
Maker.
Upon the occurrence of a default hereunder, this Note will commence bearing
interest at the rate of 10% per annum, compounded monthly, and Payee may,
at its option, declare immediately due and payable the entire unpaid
principal sum of this Note together with all accrued and unpaid interest
owing at the time of such declaration pursuant to this Note.
3. Limited Recourse of Note. In the event that the Maker defaults on this
Note, Payee shall look solely to the Maker and its assets for repayment and
none of the shareholders, officers, directors or affiliates of the Maker
shall have any personal liability for payment hereunder.
4. Costs of Collections. Payee shall be entitled to collect from Maker all
reasonable attorney's fees and costs incurred by Payee, as well as other
costs and expenses incurred by Payee, in curing any default or attempting
collection of any payment due on this Note, including, but not limited to,
all post judgement costs.
5. Payment. This Note shall be payable in lawful money of the United States.
6. Place of Payment. All payments on this Note are to be made or given to
Payee at the address provided to Maker or to such other place as Payee may
from time to time direct by written notice to Maker.
7. Waiver. Maker, for itself and its successors, transfers and assigns, waives
presentment, dishonor, protest, notice of protest, demand for payment and
dishonor in nonpayment of this Note, bringing of suit or diligence of
taking any action to collect any sums owing hereunder or in proceeding
against any of the rights and properties securing payment hereunder.
8. Severability. If any provision of this Note or the application thereof to
any persons or entities or circumstances shall, to any extent, be invalid
or unenforceable, the remainder of this Note shall not be deemed affected
thereby and every provision of this Note shall be valid and enforceable to
the fullest extent permitted by law.
9. No Partner. Payee shall not become nor be deemed to be a partner or joint
venturer with Maker by reason of any provision of this Note. Nothing herein
shall constitute Maker and Payee as partners or joint venturers or require
Payee to participate in or be responsible or liable for any costs,
liabilities, expenses or losses of Maker.
10. No Waiver. The failure to exercise any rights herein shall not constitute a
waiver of the right to exercise the same or any other right at any
subsequent time in respect of the same event or any other event.
11. Governing Law. This Note shall be governed by and construed solely in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, Maker has executed this Note as of the date first
hereinabove written.
MAKER
BRAVO RESOURCE PARTNERS LTD.
A Yukon Canada corporation
By: /s/ Tyrone R. Carter
--------------------------------------
Tyrone R. Carter, President
PAYEE
THE BRIDGE GROUP, INC.
A Nevada corporation
By: /s/ Michael Douglas
--------------------------------------
Michael Douglas, President
EXHIBIT "A" to PROMISSORY NOTE dated August 1, 2005.
Date of Advance Amount of Advance Initials for Initials for
Maker Payee
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