PROGUARD ACQUISITION CORP - FORM 8-K - EX-10.7 - PROMISSORY NOTE - May 10, 2012

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8-K - CURRENT REPORT - PROGUARD ACQUISITION CORPpgrd_8k.htm
EX-3.4 - AMENDMENT NO. 1 TO CORPORATE BYLAWS - PROGUARD ACQUISITION CORPrand_ex34.htm
EX-4.1 - FORM OF EXCHANGE WARRANT - PROGUARD ACQUISITION CORPrand_ex41.htm
EX-3.3 - ARTICLES OF MERGER - PROGUARD ACQUISITION CORPrand_ex33.htm
EX-4.2 - FORM OF PLACEMENT AGENT EXCHANGE WARRANT - PROGUARD ACQUISITION CORPrand_ex42.htm
EX-10.1 - STOCK REPURCHASE AGREEMENT - PROGUARD ACQUISITION CORPrand_ex101.htm
EX-99.3 - LAMFIS FINANCIALS - PROGUARD ACQUISITION CORPrand_ex993.htm
EX-10.8 - FORM OF DISTRIBUTOR AGREEMENT - PROGUARD ACQUISITION CORPrand_ex108.htm
EX-22.1 - SUBSIDIARIES - PROGUARD ACQUISITION CORPrand_ex221.htm
EX-10.2 - SECURED PROMISSORY NOTE - PROGUARD ACQUISITION CORPrand_ex102.htm
EX-10.6 - LEASE AGREEMENT - PROGUARD ACQUISITION CORPrand_ex106.htm
EX-99.2 - COMBINED FINANCIAL STATEMENTS - PROGUARD ACQUISITION CORPrand_ex992.htm
EX-99.1 - PROGUARD ACQUISITION CORPrand_ex991.htm
EX-14.1 - CODE OF BUSINESS CONDUCT AND ETHICS - PROGUARD ACQUISITION CORPrand_ex141.htm
EX-10.5 - EXECUTIVE EMPLOYMENT AGREEMENT - PROGUARD ACQUISITION CORPrand_ex105.htm
EX-10.3 - ESCROW AGREEMENT - PROGUARD ACQUISITION CORPrand_ex103.htm
EX-10.4 - EXECUTIVE EMPLOYMENT AGREEMENT - PROGUARD ACQUISITION CORPrand_ex104.htm
EXHIBIT 10.7

Promissory Note
 
$[•] March 9, 2011
                                                                                         
FOR VALUE RECEIVED, the undersigned promises to PAY TO THE ORDER OF [•], at [•], or such other place as shall be designated by the holder of this Note in writing, the principal sum of [•] Dollars ($[•]) together with all interest thereon from March 9, 2011, at the rate of two percent (2%) per annum until maturity, all payable in lawful money of the United States of America, as follows:
 
Commencing on April 9, 2011, and on the ninth (9th) day of each successive month through March 9, 2014, monthly payments of interest and principal, in the amount of $[•], shall be due and payable; provided, however, that if the maker hereof timely makes all payments due under the Notes (as hereinafter defined) other than the last monthly payment due under each of said Notes, then the last monthly payment due under this Note shall be waived.  For purposes hereof, the term “Notes” shall mean and include this Note, and (i) that certain Note of even date herewith in the original principal amount of $[•] from the maker hereof to and in favor of [•], (ii) that certain Note of even date herewith in the original principal amount of $[•] from the maker hereof to and in favor of [•], and (iii) that certain Note of even date herewith in the original principal amount of $[•] from the maker hereof to and in favor of [•].

On March 9, 2014, all remaining principal (together with any accrued interest) shall be due and owing.

This Note shall be prepayable in whole or in part at any time without penalty.

All payments shall apply first to accrued interest, and the remainder, if any, to reduction of principal. If any installment of principal or interest is not paid within fifteen (15) days of receipt of written notice of nonpayment by the maker hereof (and subject to any defenses available to the maker hereof pursuant to that certain Stock Purchase Agreement dated March 9, 2011, the whole indebtedness (including principal and interest) remaining unpaid, shall, at the option of the holder, become immediately due, payable and collectible.  Each maker and endorser hereof agrees, jointly and severally, to pay all costs of collection, including reasonable attorneys’ fees, in case the principal of this Note or any payment on the principal or any interest thereon is not timely paid, whether suit be brought or not.
 
  MAKER:

RANDOM SOURCE, INC., a Florida corporation

By: /s/ David A. Kriegstein
DAVID A. KRIEGSTEIN, President

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