PROMISSORYNOTE

Exhibit 10.2

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE OR FEDERAL SECURITIES LAW. NO OFFER, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THIS PROMISSORY NOTE MAY BE MADE UNLESS THIS PROMISSORY NOTE IS REGISTERED UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR AN EXEMPTION FROM ANY SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION.

THIS PROMISSORY NOTE IS BEING EXECUTED AND DELIVERED IN CONNECTION WITH THE AGREEMENT AND PLAN OF MERGER (THE “MERGER AGREEMENT”) BY AND AMONG TUCOWS (DELAWARE) INC., TUCOWS (NEVADA) INC., MAILBANK.COM, INC., RAWLEIGH H. RALLS, AS THE STOCKHOLDERS’ REPRESENTATIVE, THE STOCKHOLDERS IDENTIFIED ON THE SIGNATURE PAGE THEREOF AND, SOLELY WITH RESPECT TO SECTION 11.4, TUCOWS INC.

PROMISSORY NOTE

Principal Amount: $2,122,930.35                                                                                                                      Date: June 19, 2006

FOR VALUE RECEIVED, TUCOWS (DELAWARE) INC., a Delaware corporation (the “Company”), promises to pay to Rawleigh H. Ralls, as Stockholders’ Representative under the Merger Agreement (“Payee”), at 744 Spruce Street, Boulder, CO  80302 or such other place as may be designated in writing by Payee at least seven days prior to any payment, the principal sum of Two Million, One Hundred Twenty-Two Thousand, Nine Hundred Thirty Dollars and Thirty-Five Cents ($2,122,930.35) (the “Principal Amount”) in accordance with the terms of this Promissory Note.

SECTION 1.   Principal and Interest Payments. Interest shall accrue on the Principal Amount outstanding from time to time at a simple rate per annum equal to nine percent (9%). The Principal Amount, together with all accrued and unpaid interest, shall be payable on the six month anniversary of the date hereof. If payment is due on a date that is not a day on which banks in Wilmington, Delaware are open for business, such payment shall become due on the next succeeding day on which banks in such states are open. All payments under this Promissory Note shall be paid by check or wire transfer of immediately available funds in lawful money of the United States of America on the date when due to an account designated in writing by Payee. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months in accordance with the terms set forth below in this Promissory Note.

SECTION 2.   Voluntary Prepayment. The Company may prepay this Promissory Note in full or in part without premium or penalty. Any such prepayments shall first be applied against accrued interest and thereafter against any unpaid Principal Amount.

SECTION 3.   Default. The entire principal amount of, and all accrued interest on, this Promissory Note shall become due and payable, at the option of Payee exercised by written notice to the Company if any one or more of the events specified in Section 3(a) shall have occurred and be then continuing, and immediately upon the occurrence of any of the events specified in

Sections 3(b) or 3(c) below (each of the events specified in Sections 3(a) through 3(c), inclusive, being referred to herein as an “Event of Default”):

(a)    The Company shall fail to make any payment required to be made under this Promissory Note within ten (10) days after its receipt of notice from Payee that any such required payment has not been made;

(b)    The Company shall (i) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy law (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts; (iii) consent to or fail to contest in a timely manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws; or (iv) apply for or consent to, or fail to contest in a timely manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; or

(c)    a case or other proceeding shall be commenced and not discharged, dismissed or stayed within thirty (30) days, against the Company in any court of competent jurisdiction seeking (i) relief under the Bankruptcy Code of 1978, as amended or other federal bankruptcy law (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for the Company or all or any substantial part of the assets, domestic or foreign, of the Company.

SECTION 4.   Notices. All communications provided for in this Promissory Note shall be in writing and sent (a) by first class registered or certified mail, return receipt requested (postage prepaid), (b) by a recognized overnight delivery service (charges prepaid), or (c) by messenger (charges prepaid). The address of the Company for the purposes of this Promissory Note is set forth on the signature page to this Promissory Note and the address of Payee for purposes of this Promissory Note shall be 744 Spruce Street, Boulder, CO  80302 or such other address as Payee shall have provided to the Company in writing. Each of the Company and Payee may change its address by notice to the other in accordance with this Section 4. Communications under this Promissory Note shall be deemed received (i) in the case of mailing, on the third business day after posting; (ii) in the case of overnight delivery service, the first business day after delivery to the overnight delivery service; and (iii) in the case of messenger, on the date of actual delivery.

SECTION 5.   Binding Effect; No Assignment. This Promissory Note is being executed and delivered in connection with, and is subject to, the Merger Agreement. This Promissory Note may not be assigned by the Company or Payee without the prior written consent of the other party.

SECTION 6.   Governing Law. This Promissory Note shall be governed by the laws of the State of Delaware without giving effect to the choice of law rules of Delaware or any other jurisdiction.

IN WITNESS WHEREOF, the Company has caused this Promissory Note to be executed on the date first above written.