Exhibit 10.2

PROMISSORY NOTE

This Promissory Note (Hereinafter "Note") is entered into by:

Fay Passley of 5539 Oak Grove, Long Grove, IL 60047 (Hereinafter "Lender")

&

Epazz, Inc. of 445 E, Ohio Suite 250 Chicago, Illinois 60611

(Hereinafter "Borrower")

1.      PROMISE TO PAY

The Borrower promises to pay to the Lender the total amount of Ten Thousand ($10000), together with interest payable on the unpaid principal at the rate of 15 percent per annum, compounded annually.

Payments will be delivered to the Lender's address (5539 Oak Grove, Long Grove, IL 60047) or such other address as may later be agreed upon by the parties.

2.      REPAYMENT

The amount promised under this Agreement will be repaid in full, as well as accrued interest thereon, if any, July 31, 2007.

Should the Borrower default in payment, the Borrower shall pay all costs, expenses and all reasonable legal costs incurred by the Lender, for the purpose of collection of this Promissory Note and including reasonable collection charges should collection be referred to a collection agency. These costs will be added to the outstanding principal and will become immediately due.

3.      MODIFICATION

No modification or waiver of any of the terms of this Agreement shall be allowed unless by written agreement signed by both parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

4.      BINDING EFFECT

Except as otherwise provided in this Note, all of the covenants, conditions, and provisions of this Note shall be binding upon the parties hereto and their respective heirs, personal representatives executors, administrators, successors, and assigns.

5.      HEADINGS

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Note.

6.      BREACH OF NOTE

The parties acknowledge that no breach of any provision of the Note shall be deemed waived unless evidenced in writing. A waiver of any one breach shall not be deemed a waiver of any other breach of the same or any other provision of the

Note.

7.      AMENDMENTS

This Promissory Note may be modified or amended by written agreement of both parties.

8.      GOVERNING LAW

This Agreement is governed by the statutory and case law of the State of Illinois. The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions; of this Agreement in its entirety.

The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions of this Note in its entirety.

Lender Information                                                                Borrower Information

Fay Passley                                                                                  Epazz, Inc.

5539 Oak Grove Circle                                                                 445 E. Ohio Suite 250

Long Grove, IL 60047                                                                  Chicago, Illinois

        60611

Signature: /s/ Fay Passley                                                                Signature:

9.   Signed July 31, 2006.