Convertible Demand Promissory Note Sample Contracts

X RAIL Enterprises, Inc. – Convertible Demand Promissory Note (May 21st, 2018)

FOR VALUE RECEIVED, the undersigned X Rail Entertainment, Inc., a Nevada corporation ("Maker"), promises to pay to the order of Cardio Infrared Technologies, Inc. ("Lender"), the principal sum of Forty Nine Thousand Eight Hundred Dollars ($49,800), (the "Principal Amount") together with ten percent annual interest on the unpaid Principal Amount. Said note shall be due on demand (the "Maturity Date").

X RAIL Enterprises, Inc. – Convertible Demand Promissory Note (April 2nd, 2018)

FOR VALUE RECEIVED, the undersigned X Rail Entertainment, Inc., a Nevada corporation ("Maker"), promises to pay to the order of Cardio Infrared Technologies, Inc. ("Lender"), the principal sum of Forty Nine Thousand Eight Hundred Dollars ($49,800), (the "Principal Amount") together with ten percent annual interest on the unpaid Principal Amount. Said note shall be due on demand (the "Maturity Date").

Inergetics Inc. – Inergetics, Inc. Senior Secured Convertible Demand Promissory Note (September 14th, 2015)

FOR VALUE RECEIVED, Inergetics, Inc., a Delaware corporation (the "Company"), hereby promises to pay to ______ or registered assigns (the "Holder") $______ (the "Original Principal Amount," and as reduced pursuant to the terms hereof pursuant to any payment, conversion or otherwise, the "Principal"), and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date"), until all amounts due under this 12% Senior Secured Convertible Promissory Note (including all Notes issued in exchange, transfer or replacement hereof this "Note"), have been paid in full by the Company to the Holder. This Note was issued to the original Holder by the Company on the Issuance Date pursuant to the Master Purchase Order Assignment Agreement, dated as of September 1, 2015, by and among, ______ ("______"),______ ("______") and the Company (the "P.O. Agreement"), solely in exchange for a 12% $______ aggregate princ

Rib-X Pharmaceuticals – Contract (January 27th, 2012)

THIS SENIOR NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS SENIOR NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS SENIOR NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

Rib-X Pharmaceuticals – This Note Has Been, and the Shares of Common Stock or New Securities Which May Be Received Pursuant to the Conversion of This Note Will Be, Acquired Solely for Investment and Not With a View To, or for Resale in Connection With, Any Distribution Thereof. Neither This Note Nor Such Shares of Common Stock or New Securities Have Been Registered Under the Securities Act of 1933, as Amended (The Act), or Qualified Under Any State Securities Laws. Such Securities May Not Be Sold or Offered for Sale in the Absence of Such Registration or Qualification or an Opinion of Counsel in Form and Substance Re (November 25th, 2011)

THIS NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MAY 28, 2010 AMONG THE ADMINISTRATIVE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN (INCLUDING THE HOLDER), AND ACKNOWLEDGED BY THE COMPANY WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANYS OBLIGATIONS TO THE PURCHASER TO THE COMPANYS OBLIGATIONS TO THE SENIOR LENDERS AS FURTHER DESCRIBED THEREIN.

Rib-X Pharmaceuticals – Contract (November 25th, 2011)

THIS SENIOR NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS SENIOR NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS SENIOR NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

Rib-X Pharmaceuticals – This Note Has Been, and the Shares of Common Stock or New Securities Which May Be Received Pursuant to the Conversion of This Note Will Be, Acquired Solely for Investment and Not With a View To, or for Resale in Connection With, Any Distribution Thereof. Neither This Note Nor Such Shares of Common Stock or New Securities Have Been Registered Under the Securities Act of 1933, as Amended (The Act), or Qualified Under Any State Securities Laws. Such Securities May Not Be Sold or Offered for Sale in the Absence of Such Registration or Qualification or an Opinion of Counsel in Form and Substance Re (November 25th, 2011)

THIS NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF MAY 28, 2010 AMONG THE ADMINISTRATIVE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN (INCLUDING THE HOLDER), AND ACKNOWLEDGED BY THE COMPANY WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANYS OBLIGATIONS TO THE PURCHASER TO THE COMPANYS OBLIGATIONS TO THE SENIOR LENDERS AS FURTHER DESCRIBED THEREIN.

Rib-X Pharmaceuticals – Rib-X Pharmaceuticals, Inc. Senior Subordinated Convertible Demand Promissory Note Purchase Agreement May 28, 2010 (November 25th, 2011)

THIS SENIOR SUBORDINATED CONVERTIBLE DEMAND PROMISSORY NOTE PURCHASE AGREEMENT (this Agreement), dated as of May 28, 2010, is entered into by and among Rib-X Pharmaceuticals, Inc., a Delaware corporation (the Company) and those persons or entities listed on Schedule 1.01 to this Agreement (each, a Purchaser and collectively, the Purchasers).

Rib-X Pharmaceuticals – Contract (November 25th, 2011)

THIS SENIOR NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS SENIOR NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS SENIOR NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

Rib-X Pharmaceuticals – This Note Has Been, and the Shares of Common Stock or New Securities Which May Be Received Pursuant to the Conversion of This Note Will Be, Acquired Solely for Investment and Not With a View To, or for Resale in Connection With, Any Distribution Thereof. Neither This Note Nor Such Shares of Common Stock or New Securities Have Been Registered Under the Securities Act of 1933, as Amended (The Act), or Qualified Under Any State Securities Laws. Such Securities May Not Be Sold or Offered for Sale in the Absence of Such Registration or Qualification or an Opinion of Counsel in Form and Substance Re (November 25th, 2011)

THIS NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF THE DATE HEREOF AMONG THE ADMINISTRATIVE AGENT NAMED THEREIN AND THE PURCHASERS NAMED THEREIN (INCLUDING THE HOLDER), AND ACKNOWLEDGED BY THE COMPANY WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANYS OBLIGATIONS TO THE PURCHASER TO THE COMPANYS OBLIGATIONS TO THE SENIOR LENDERS AS FURTHER DESCRIBED THEREIN.

Rib-X Pharmaceuticals – Contract (November 25th, 2011)

THIS SENIOR NOTE HAS BEEN, AND THE SHARES OF COMMON STOCK OR NEW SECURITIES WHICH MAY BE RECEIVED PURSUANT TO THE CONVERSION OF THIS SENIOR NOTE WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS SENIOR NOTE NOR SUCH SHARES OF COMMON STOCK OR NEW SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.

Zivo Bioscience, Inc. – Senior Secured Convertible Demand Promissory Note (November 21st, 2011)

FOR VALUE RECEIVED, HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (Borrower), whose address is 7740 E. Evans Rd., Suite A100, Scottsdale, AZ 85260, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (Lender) at 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of One Hundred Thousand Dollars ($100,000.00), together with interest as provided herein, in accordance with the terms of this Senior Secured Convertible Demand Promissory Note (this Note).

Sonora Resources Corp. – Contract (October 4th, 2011)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Sonora Resources Corp. – Contract (May 24th, 2011)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Contract (November 16th, 2010)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

COMMON STOCK PURCHASE WARRANT GoENERGY, INC. (November 16th, 2010)

THIS COMMON STOCK PURCHASE WARRANT (the Warrant) certifies that, for value received, _________________________________ (the Holder) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after a Qualified Offering (as defined below) (the Initial Exercise Date) and on or prior to the close of business on the one (1) year anniversary of the issuance date hereunder (the Termination Date), but not thereafter, to subscribe for and purchase from GoENERGY, INC. (the Company) up to that number of shares (the Warrant Shares) of common stock, par value $.0001 per share (the Common Stock), of the Company as shall equal one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of the principal amount and accrued but unpaid interest of the Note (as defined below) held by the Holder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as

Growblox Sciences, Inc. – Contract (October 19th, 2009)

THIS NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Growblox Sciences, Inc. – Contract (October 19th, 2009)

THIS NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Growblox Sciences, Inc. – Contract (September 18th, 2009)

THIS NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Growblox Sciences, Inc. – Contract (September 2nd, 2009)

THIS NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Oxis International – Convertible Demand Promissory Note (April 13th, 2009)
Omnimmune Holdings, Inc. – AMENDED AND RESTATED CONVERTIBLE DEMAND PROMISSORY NOTE Houston, Texas (August 12th, 2008)

FOR VALUE RECEIVED, the undersigned, Omnimmune Corporation, 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. – AMENDED AND RESTATED CONVERTIBLE DEMAND PROMISSORY NOTE Houston, Texas (August 12th, 2008)

FOR VALUE RECEIVED, the undersigned, Omnimmune Corp., a Texas corporation ("Maker"), promises to pay to Margie Chassman, an individual residing in the State of New York ("Payee"; Payee and any subsequent holder(s) hereof are individually and collectively referred to as "Holder"), or order, the sum of Five Hundred Eighty One Thousand, Two Hundred and 00/100 Dollars ($581,200), together with interest thereon from and after the date hereof until paid in full, all as hereinafter provided.

Omnimmune Holdings, Inc. – AMENDED AND RESTATED CONVERTIBLE DEMAND 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.

Savoy Energy Corp – Convertible Demand Promissory Note (June 26th, 2008)

FOR VALUE RECEIVED, the undersigned Arthur Kaplan Cosmetics, Inc. ("Payor"), promises to pay to the order of Arthur Kaplan ("Holder"), on demand, at such address as may be designated in writing by Holder of this Note, the principal amount of Twenty Five Thousand ($25,000.00) together with interest on the unpaid principal amount from July 24, 2007, at the rate of ten percent (10%) per annum.

Geocom Resources Inc – CONVERTIBLE DEMAND PROMISSORY NOTE AMOUNT: US$100,000 DATE OF ISSUE: January 24, 2008 (February 11th, 2008)

FOR VALUE RECEIVED in respect of a loan of US$100,000 made by EH&P Investment AG (the "Holder") to Geocom Resources Inc. (the "Company") dated January 24 2008, the Company promises to pay on demand to or to the order of the Holder the principal sum of US$100,000 in lawful currency of the United Stated (the "Principal Sum") with interest accruing at the rate of 10% per annum. The Principal Sum together with accrued interest is repayable by the Company to the Holder in full on demand, subject to the following terms and conditions:

Amended Convertible Demand Promissory Note (December 22nd, 2006)

This Note will become due and payable on February 28, 2008. The Payor shall be deemed to be in default under the following circumstances:

Convertible Demand Promissory Note (December 22nd, 2006)

FOR VALUE RECEIVED, the undersigned Language Access Network, Inc. ('Payor"), promises to pay to the order of Edward F. Panos ("Holder"), on demand, at such address as may be designated in writing by Holder of this Note, the principal amount of Fitly Thousand Dollars ($50,000.00) together with interest on the unpaid principal amount from October 2nd, 2005, at the rate of ten percent (10%) per annum.

Convertible Demand Promissory Note (December 22nd, 2006)

FOR VALUE RECEIVED, the undersigned Language Access Network, Inc.. ("Payor"), promises to pay to the order of Patios Industries, LLC. ("Holder"), on demand, at such address as may be designated in writing by Holder of this Note, the principal amount of Ninty Three Thousand Dollars ($93,000.00) together with interest on the unpaid principal amount from March 3, 2006, at the rate of ten percent (10%) per annum.

Amended Convertible Demand Promissory Note (December 22nd, 2006)

This Note will become due and payable on December 31, 2007. The Payer shall be deemed to be in default under the following circumstances:

Amended Convertible Demand Promissory Note (December 22nd, 2006)

This Note will become due and payable on April 30, 2008. The Payer shall be deemed to be in default under the following circumstances:

Convertible Demand Promissory Note (December 22nd, 2006)

FOR VALUE RECEIVED, the undersigned Language Access Network, Inc. ("Payor"), promises to pay to the order of Edward F. Panos ("Holder"), on demand, at such address as may be designated in writing by Holder of this Note, the principal amount of Fifty Thousand Dollars ($50,000.00) together with interest on the unpaid principal amount from August 15, 2005, at the rate of ten percent (10%) per annum.

Convertible Demand Promissory Note (December 22nd, 2006)

FOR VALUE RECEIVED, the undersigned Language Access Network, Inc. ("Payor"), promises to pay to the order of Edward F. Panos ("Holder"), on demand, at such address as may be designated in writing by Holder of this Note, the principal amount of Sixty Thousand Dollars ($60,000.00) together with interest on the unpaid principal amount from June 24, 2005, at the rate of ten percent (10%) per annum.

Intelligentias – Contract (December 19th, 2006)

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Intelligentias – Contract (December 12th, 2006)

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.