Promissory Note between RelationServe, Inc. and Stacy McCall dated May 13, 2005

 Exhibit 2.7 PROMISSORY NOTE $700,000.00 May 13, 2005 FOR VALUE RECEIVED, the undersigned, RELATIONSERVE, INC., a Delaware corporation (the "COMPANY"), having an address at 6400 Congress Avenue, Suite 2700, Boca Raton, Florida 33487, hereby promises to pay on or before the Maturity Date (as defined herein) to the order of STACY MCCALL (the "HOLDER"), having an address at 6700 North Andrews Avenue, 2nd Floor, Ft. Lauderdale, Florida 33309, the principal sum of seven hundred thousand dollars and No/100ths ($700,000.00) (the "PRINCIPAL AMOUNT"), together with interest thereon on the unpaid principal balance at the rate or rates hereinafter provided (this "NOTE"). In consideration of the premises contained herein, the Company agrees and covenants as follows: 1. INTEREST. The unpaid principal balance from time to time outstanding hereunder shall bear interest from and after the date hereof until the earlier of (i) the Maturity Date and (ii) the date on which this Note is paid in full, at a fixed rate per annum equal to six percent (6%). Interest on this Note shall be computed on the basis of a 365-day year for the actual number of days elapsed. Notwithstanding the provisions of this Note, if the rate of interest payable hereunder is limited by law, the rate payable hereunder shall be the lesser of: (a) the rate set forth in this Note and (b) the maximum rate permitted by law. If, however, interest is paid hereunder in excess of the maximum rate of interest permitted by law, any interest so paid that exceeds such maximum rate shall, at the option of the Holder, either: (a) be considered a payment of the Principal Amount and be applied in reduction of the Principal Amount due on this Note to the extent of such excess or (b) be returned to the Company. 2. PAYMENTS AND MATURITY. The entire principal balance of this Note plus all accrued interest thereon shall be due and payable on May 13, 2007 or such later date as the Holder may determine, provided that such date may be extended only if the accrued interest payable as of May 13, 2007 has been paid (the "MATURITY DATE"). Notwithstanding the foregoing, the Maturity Date of this Note shall be accelerated (i) as to 50% of the original principal amount ($350,000) and accrued interest on such amount to that date upon which Relationserve, or any parent to Relationserve, shall close on a private placement or public offering of its securities with aggregate gross proceeds (exclusive of discounts, commissions, and expenses) of not less than $5,000,000; and (ii) as to the remaining 50% of the original principal amount ($350,000) and accrued interest on such amount to that date upon which Relationserve, or any parent to Relationserve, shall close on a private placement or public offering of its securities with aggregate gross proceeds (exclusive of discounts, commissions, and expenses) of not less than $10,000,000. On the Maturity Date, the Principal Amount and all accrued and unpaid interest thereon shall be due and payable without notice or demand by the Holder. Any sums required to be withheld from any payment to be made by the Company hereunder by operation of law or pursuant to any order, judgment or execution may be withheld by the Company and paid in accordance therewith.  3. DEFAULT INTEREST. Upon the occurrence of an Event of Default (as hereinafter defined), the unpaid Principal Amount shall bear interest from the date of the occurrence of such Event of Default, until such Event of Default is cured, at the fixed rate of six percent (6%) per annum. 4. APPLICATION OF PAYMENTS. All payments made on account of this Note, including prepayments, shall be applied, first, to the payment of any costs of collection or enforcement then due hereunder, second, to the payment of accrued and unpaid interest then due hereunder, and the remainder, if any, shall be applied to the unpaid Principal Amount. All payments on account of this Note shall be paid in lawful money of the United States of America by check or wire transfer. 5. PREPAYMENT. The Company may prepay the unpaid Principal Amount, together with all accrued and unpaid interest, in whole or in part, at any time or from time to time, without premium or penalty. Any partial pre-payments of the unpaid Principal Amount shall be applied to first to the Principal Amount in inverse order of maturity. 6. EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default (individually an "Event of Default" and collectively "Events of Default") under the terms of this Note: (a) the Company shall fail to pay to the Holder when due, any of the Principal Amount, interest or other amounts payable by the Company to the Holder under the terms of this Note; (b) the Company's failure to perform, keep or observe any other material covenant, condition, promise, agreement, term obligation, representation or warranty under this Note, and such failure continues uncured for a period of thirty (30) days after notice by the Holder; (c) the Company becomes the subject of any voluntary or involuntary bankruptcy, insolvency or similar proceeding and, in the case of an involuntary proceeding, such proceeding is not stayed or dismissed within thirty (30) days of filing; (d) the Company shall liquidate, dissolve, terminate or suspend its business operations; (e) the Company makes a general assignment for the benefit of creditors; or (f) the Company admits its inability to pay its debts as the same become due. 7. REMEDIES. Upon the occurrence and during the continuation of an Event of Default, at the option of the Holder, the entire remaining balance of the unpaid principal balance, together with all accrued and unpaid interest thereon in accordance with Section 3 and other amounts due under this Note shall immediately become due and payable. The Company shall also be responsible for all costs incurred by the Holder to enforce or collect this Note, including,  without limitation, reasonable attorneys' fees and expenses and court costs. The Company hereby waives presentment, protest and demand, notice of protest, notice of demand and dishonor and expressly agrees that this Note, or any payment due hereunder, may be extended from time to time, without in any way affecting the liability of any company, guarantor or endorser. 8. GOVERNING LAW. The provisions of this Note shall be governed by the internal laws of the state of Delaware without reference to the principles of conflicts of laws. 9. CONSENT TO JURISDICTION. The Company hereby irrevocably consents and submits to the jurisdiction and venue of any state or federal court in the Florida Southern District over any suit, action or proceeding arising out of or relating to this Note, waives to the fullest extent permitted by law, any objection that the Company may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in an inconvenient forum and consents to the service of process of any suit, action or proceeding in any court by the mailing of copies of such process to the Company by certified or registered mail at the Company's address set forth in the records of the Holder. 10. HEADINGS. The captions used in this Note are for convenience of reference only and shall not be construed to affect any of the terms hereof. 11. NOTICES. All notices, requests, demands or other communications hereunder shall be in writing and shall be sent to the receiving party at its address as set forth above, or at such other address as it shall have notified the other party of by notice properly given hereunder, and shall be effective upon the earlier to occur of receipt, when delivered by hand or by overnight courier, or three (3) days after being mailed, certified mail, return receipt requested. 12. TERMS. For purposes of this Note, the term "Holder" shall include any subsequent successors or assigns of this Note. 13. SUCCESSORS AND ASSIGNS OF COMPANY. This Note shall not be assignable by the Company; provided, however, all of the covenants, obligations, promises and agreements contained in this Note made by the Company shall be binding upon its successors. In the event this Note is assigned by the Holder, the Company agrees to issue new notes to any such assignee and agrees to sign any amendment to the Pledge reflecting such assignment. 14. AMENDMENT. No amendment or waiver of any provision of this Note, nor consent to any departure by the Company herefrom, shall in any event be effective unless the same shall be in writing and signed by the Holder and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 15. MISCELLANEOUS. No failure or delay by the Holder to insist upon the strict performance of any term, condition, covenant or agreement of this Note, nor failure to exercise any right, power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, covenant or  agreement or of any such breach, or preclude the Holder from exercising any such right, power or remedy at a later time or times. By accepting payment after the due date of any amount payable under this Note, the Holder shall not be deemed to waive the right either to require prompt payment when due of all other amounts payable under the terms of this Note or to declare any Event of Default for the failure to effect such prompt payment of any such other amount. No course of dealing or conduct shall be effective to amend, modify, waive, release or change any provisions of this Note. 16. WAIVER OF JURY TRIAL. THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.  IN WITNESS WHEREOF, the Company has executed this Note as of the date first above written. RELATIONSERVE, INC. By: /s/ Jonathan Honig ------------------ Name: Jonathan Honig Title: President