10% Convertible Promissory Note Sample Contracts

10% Convertible Promissory Note (February 19th, 2015)

This Note is a duly authorized Convertible Promissory Note of Service Team, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), designated as the Company's 10% Convertible Promissory Note due February 5, 2016 ("Maturity Date") in the principal amount of $220,000 (the "Note").

Blue Water Global Group, Inc. – Of Blue Water Global Group, Inc. (November 20th, 2014)

THIS NOTE is a duly authorized Convertible Promissory Note of Blue Water Global Group, Inc. a corporation duly organized and existing under the laws of the State of Nevada (the Company), designated as the Company's 10% Convertible Promissory Note due November 13, 2015 (Maturity Date) in the principal amount of $220,000 (the Note).

Psm Holdings Inc – Contract (November 18th, 2014)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND SECURITIES LAWS.

Well Power, Inc. – 10% Convertible Promissory Note of Well Power, Inc. (August 27th, 2014)

THIS NOTE is a duly authorized Convertible Promissory Note of WELL POWER, INC. a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), designated as the Company's 10% Convertible Promissory Note due August 6, 2015 ("Maturity Date") in the principal amount of $275,000 (the "Note").

Pazoo Inc – 10% Convertible Promissory Note (March 27th, 2014)

This Note ("Note" or "Note") is a duly authorized Convertible Promissory Note of PAZOO, INC. a corporation duly organized and existing under the laws of the State of Nevada (the "Company"), designated as the Company's 10% Convertible Promissory Note Due February 27, 2015 ("Maturity Date") in the principal amount of Two Hundred Twenty Thousand Dollars ($220,000) (the "Note").

Psm Holdings Inc – Contract (February 19th, 2014)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND SECURITIES LAWS.

Codesmart Holdings, Inc. – 10% Convertible Promissory Note of Codesmart Holdings, Inc. (January 15th, 2014)

THIS NOTE ("Note" or "Note") is a duly authorized Convertible Promissory Note of CODESMART HOLDINGS, INC. a corporation duly organized and existing under the laws of the State of Florida (the "Company"), designated as the Company's 10% Convertible Promissory Note Due January 10, 2015 ("Maturity Date") in the principal amount of One Hundred Ten Thousand Dollars ($110,000) (the "Note").

Polar Petroleum Corp. – Contract (October 22nd, 2013)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Polar Petroleum Corp. – Contract (September 12th, 2013)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Polar Petroleum Corp. – Contract (September 12th, 2013)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Polar Petroleum Corp. – Contract (August 30th, 2013)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Contract (January 9th, 2013)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract (January 8th, 2013)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Dynastar Holdings, Inc. – Contract (December 17th, 2012)

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO THIS NOTE.

Contract (December 6th, 2012)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

10% Convertible Promissory Note (November 27th, 2012)

FOR VALUE RECEIVED, Ensurge, Inc., a Nevada corporation (the "Maker"), with its primary offices located at1001 Brickell Bay Drive, 27th Floor, Miami, FL 33131, promises to pay to the order of ______________, or its registered assigns (the "Payee"), upon the terms set forth below, the principal sum of _____________ ($_____________) plus interest on the unpaid principal sum outstanding at the rate of 10% per annum. This Note is one of a series of otherwise identical Notes aggregating up to $150,000 in original principal amount.

Contract (October 24th, 2012)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract (October 4th, 2012)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

American Sands Energy Corp. – Contract (February 3rd, 2012)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.

Bioheart Inc. – 10% Convertible Promissory Note Due July 23, 2010 (August 3rd, 2009)

This Note is subject to original issue discount in an amount equal to five percent (5%) of the stated principal amount hereof.

Opexa Therapeutics, Inc. 10% Convertible Promissory Note (April 16th, 2009)

OPEXA THERAPEUTICS, INC., a Texas corporation (the "Company"), for value received, hereby promises to pay to the order of _______________ ("Investor"), whose address is _____________________________________________, at said address or such other addresses as may be designated in writing by Investor from time to time, or Investor's registered assigns, the principal amount of ___________________________________________ and No/100 Dollars ($_____________), together with interest thereon from the date of issuance of this 10% Convertible Promissory Note (the "Note") on the unpaid principal balance at an annual rate of interest equal to ten percent (10%) per annum, compounded annually (on the basis of a 360-day year), such principal and interest to be payable as provided below on April 14, 2011 (the "Maturity Date").

Neither These Securities Nor the Securities Into Which These Securities Are Convertible Have Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The "Securities Act"), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the Securities Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the Securities Act and in Accordance With Applicab (December 5th, 2008)

THIS PROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE COMPANY TO THE HOLDERS OF THE COMPANY'S OUTSTANDING 10% SECURED CONVERTIBLE DEBENTURES DUE SEPTEMBER 12, 2009, AND THEIR RESPECTIVE ASSIGNS, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT WITH THE PURCHASERS, DATED ON OR ABOUT THE ORIGINAL ISSUE DATE.

Omnimmune Holdings, Inc. – 10% CONVERTIBLE PROMISSORY NOTE Houston, Texas (August 12th, 2008)

FOR VALUE RECEIVED, the undersigned, Omnimmune Corp., a Texas corporation ("Maker"), promises to pay to [____________________________________], a [_____________________] ("Payee"; Payee and any subsequent holder(s) hereof are individually and collectively referred to as "Holder"), or order, the sum of [___________] Dollars ($[_______]), together with interest thereon from and after the date hereof until paid in full, all as hereinafter provided.

Omnimmune Holdings, Inc. – 10% CONVERTIBLE PROMISSORY NOTE Houston, Texas (August 12th, 2008)

FOR VALUE RECEIVED, the undersigned, Omnimmune Corp., a Texas corporation ("Maker"), promises to pay to [____________________________________], a [_____________________] ("Payee"; Payee and any subsequent holder(s) hereof are individually and collectively referred to as "Holder"), or order, the sum of [___________] Dollars ($[_______]), together with interest thereon from and after the date hereof until paid in full, all as hereinafter provided.

Who's Your Daddy, Inc. – Form of Note (July 23rd, 2008)

FOR VALUE RECEIVED, the undersigned, Who's Your Daddy, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of __________________________________ ________________________________________________________________________

Diasys – 10% Convertible Promissory Note (November 15th, 2006)

FOR VALUE RECEIVED, the undersigned, DIASYS CORPORATION, a Delaware Corporation, with an address at 21 West Main Street, Waterbury, Connecticut 06702 (the Company), promises to pay to the order of MORRIS SILVERMAN, an individual with a place of business at 790 Estate Drive, Suite 100, Deerfield, Illinois 60015, ("Payee"), or any subsequent assignee or holder hereof (Payee or any subsequent assignee or holder hereof sometimes being hereinafter referred to as "Holder"), the principal sum of SIXTY THOUSAND DOLLARS ($60,000.00), together with: (i) interest on the unpaid principal balance of this Note, from the date hereof until said balance shall have been paid in full, at the rate of ten percent (10%) per annum; (ii) all costs and expenses, including reasonable attorneys' fees, incurred in collecting or attempting to collect the indebtedness evidenced by this Note; and (iii) all taxes or dutie s assessed upon the indebtedness evidenced by this Note. All amounts owing under this Note shal

Diasys – 10% Convertible Promissory Note (November 15th, 2006)

FOR VALUE RECEIVED, the undersigned, DIASYS CORPORATION, a Delaware Corporation, with an address at 21 West Main Street, Waterbury, Connecticut 06702 (the Company), promises to pay to the order of MORRIS SILVERMAN, an individual with a place of business at 790 Estate Drive, Suite 100, Deerfield, Illinois 60015, ("Payee"), or any subsequent assignee or holder hereof (Payee or any subsequent assignee or holder hereof sometimes being hereinafter referred to as "Holder"), the principal sum of EIGHTEEN THOUSAND DOLLARS ($18,000.00), together with: (i) interest on the unpaid principal balance of this Note, from the date hereof until said balance shall have been paid in full, at the rate of ten percent (10%) per annum; (ii) all costs and expenses, including reasonable attorneys' fees, incurred in collecting or attempting to collect the indebtedness evidenced by this Note; and (iii) all taxes or du ties assessed upon the indebtedness evidenced by this Note. All amounts owing under this Note s

Diasys – 10% Convertible Promissory Note (November 15th, 2006)

FOR VALUE RECEIVED, the undersigned, DIASYS CORPORATION, a Delaware Corporation, with an address at 21 West Main Street, Waterbury, Connecticut 06702 (the Company), promises to pay to the order of MORRIS SILVERMAN, an individual with a place of business at 790 Estate Drive, Suite 100, Deerfield, Illinois 60015, ("Payee"), or any subsequent assignee or holder hereof (Payee or any subsequent assignee or holder hereof sometimes being hereinafter referred to as "Holder"), the principal sum of EIGHTY FIVE THOUSAND DOLLARS ($85,000.00), together with: (i) interest on the unpaid principal balance of this Note, from the date hereof until said balance shall have been paid in full, at the rate of ten percent (10%) per annum; (ii) all costs and expenses, including reasonable attorneys' fees, incurred in collecting or attempting to collect the indebtedness evidenced by this Note; and (iii) all taxes or duties assessed upon the indebtedness evidenced by this Note. All amounts owing under this Not

Diasys – 10% Convertible Promissory Note (November 15th, 2006)

FOR VALUE RECEIVED, the undersigned, DIASYS CORPORATION, a Delaware Corporation, with an address at 21 West Main Street, Waterbury, Connecticut 06702 (the Company), promises to pay to the order of MORRIS SILVERMAN, an individual with a place of business at 790 Estate Drive, Suite 100, Deerfield, Illinois 60015, ("Payee"), or any subsequent assignee or holder hereof (Payee or any subsequent assignee or holder hereof sometimes being hereinafter referred to as "Holder"), the principal sum of ONE HUNDRED SIXTY THOUSAND DOLLARS ($160,000.00), together with: (i) interest on the unpaid principal balance of this Note, from the date hereof until said balance shall have been paid in full, at the rate of ten percent (10%) per annum; (ii) all costs and expenses, including reasonable attorneys' fees, incurred in collecting or attempting to collect the indebtedness evidenced by this Note; and (iii) all t axes or duties assessed upon the indebtedness evidenced by this Note. All amounts owing under t

Contract (September 18th, 2006)

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. No. 3 BRAINSTORM CELL THERAPEUTICS INC. 10% Convertible Promissory Note Due September 14, 2007 U.S.$100,000 New York, New York September 14, 2006 BrainStorm Cell Therapeutics Inc., a Washington corporation (the "Company"), for value received, hereby promises to pay to Vivian Shaltiel or registered assigns (the "Holder"), the principal sum of U.S. One Hundred Thousand Dollars ($100,000) plus all accrued but unpaid interest on September 14, 2007 (the "Maturity Date"). Interest shall be computed on the basis of a 365-day year from the date hereof on the

Cross Canyon Energy Corp. – Contract (June 2nd, 2006)

Exhibit 4.1 EVIN #____ THIS NOTE, AND THE SHARES OF COMMON STOCK NOR ANY OTHER SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (COLLECTIVELY THE "SECURITIES") HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE. ENERGY VENTURE, INC. 10% Convertible Promissory Note $____________ ________ ___, 2006 FOR VALUE RECEIVED, Ene

American Rare Earths – Element 21 Golf Company 10% Convertible Promissory Note (May 22nd, 2006)

FOR VALUE RECEIVED, the undersigned, ELEMENT 21 GOLF COMPANY, a Delaware corporation (the "Borrower"), hereby promises to pay to the order of _____________ (the "Lender"), the principal amount of __________ ($______) on May 14, 2007 (the "Maturity Date") plus accrued and unpaid interest.

Argentex Mining Corp – Amendment to 10% Convertible Promissory Note (May 11th, 2006)

THIS AMENDMENT TO 10% CONVERTIBLE PROMISSORY NOTE (the Amendment) is made this 18th day of April, 2006, by and between ARGENTEX MINING CORPORATION (Borrower), a Nevada corporation, and CHAUDION HOLDINGS LTD. (Lender).

uWink, Inc. – Contract (April 19th, 2006)

$100,000 April 19, 2006 UWINK, INC 10% CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 19, 2006 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND SUCH SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AS CONFIRMED IN AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AND IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE LAW. 1. OBLIGATION. For value received, UWINK, INC., a Utah corporation (the "COMPANY"), promises to pay to the order of Bradley Rotter (the "HOLDER") in lawful money of the United States of America and in immediately available funds, the principal sum of One Hu

American Rare Earths – Element 21 Golf Company 10% Convertible Promissory Note (February 24th, 2006)

FOR VALUE RECEIVED, the undersigned, ELEMENT 21 GOLF COMPANY, a Delaware corporation (the "Borrower"), hereby promises to pay to the order of Oleg Muzyrya (the "Lender"), the principal amount of Two Hundred Thousand Dollars ($200,000) on the earlier to occur of the consummation of the Equity Financing (as defined below) and February 17, 2007 (the "Maturity Date") plus accrued an unpaid interest.