THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
(THE "1933 ACT"), OR
UNDER THE PROVISIONS
OF ANY APPLICABLE
STATE SECURITIES
LAWS, BUT HAS BEEN
ACQUIRED BY THE
REGISTERED
HOLDER HEREOF FOR PURPOSES OF
INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933
ACT, AND UNDER
ANY APPLICABLE
STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER PROVISIONS
OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION,
ONLY IF THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS NOTE.
IFSA STRONGMAN, INC.
November __, 2006
$[_______].00
16% CONVERTIBLE PROMISSORY NOTE
IFSA Strongman, Inc.
(the "Company"),
for value received,
hereby
promises to pay to
[__________], or his
registered
assign (the
"Holder") on
November __,
2007 (the "Maturity Date"), at the principal offices of the
Company, the principal
sum of [_____________]
(the "Initial Principal Amount")
owed Holder on such
date in such
coin or currency of the United States of
America as at the time
of payment
shall be legal
tender for the payment of
public and private debts, and to pay interest on the
outstanding principal
sum
hereof at the rate of sixteen percent (16%) per annum (the "Note") and
payable
monthly in arrears
commencing _______ __,
2006. Principal shall
be payable on
the Maturity Date in like coin or currency to the Holder hereof at
the office of
the Company as hereinafter set forth, provided that any payment
otherwise due on
a Saturday, Sunday or
legal Bank holiday may be paid on the following business
day. In the
event that for any reason whatsoever any interest or other
consideration payable
with respect to this
Note shall be deemed to be usurious
by a court of competent jurisdiction under the laws of any state
governing the
repayment hereof, then
so much of such interest or other consideration as shall
be deemed to be usurious shall be held by the holder as security for the
repayment of the principal amount hereof and shall otherwise be
waived.
1.
Transfers
of Note to Comply with the 1933 Act
The Holder
agrees that this Note may not be sold, transferred,
pledged, hypothecated
or otherwise disposed of except as follows: (1) to a
person whom the Note may legally be transferred without
registration and without
delivery of a current
prospectus under the
1933 Act with respect
thereto and
then only against
receipt of an
agreement of such person to comply with the
provisions of this Section 1 with respect to any resale or other
disposition of
the Note; or (2) to
any person upon
delivery of a prospectus then meeting the
requirements of the
1933 Act relating to such securities and the offering
thereof for
such sale or disposition, and thereafter to all successive
assignees.
<PAGE>
2.
Prepayment
(a) Optional
Prepayment. The
principal amount of
this Note may be
prepaid by the Company, in whole or in part, but not withstanding
the prepayment
of any principal
prior to ______ __,
2007 the Company shall
continue to make
interest payments to
the Holder through
______ __, 2007 based upon the Initial
Principal Amount and thereafter shall only make interest
payments to the
Holder
based upon the amount of principal then outstanding hereunder.
(b) Optional
Prepayment. The
Company hereby agrees
that if at any
time from the date hereof the Company closes on a private placement
offering of
its securities,
obtains debt financing
or earns revenues prior to the Maturity
Date, with gross proceeds to the Company of at least $750,000, the
principal of,
and accrued interest
on, the Note shall become immediately due and payable in
cash in accordance with the terms hereof.
3.
Covenants
of Company
The Company covenants
and agrees that, so long as any principal of,
or interest on, this Note shall remain unpaid, unless the Holder
shall otherwise
consent in writing, it will comply with the following terms:
(a) Reporting Requirements. The Company will furnish to the
Holder:
(i) as soon as possible, and in any event within ten (10) days
after
obtaining knowledge
of the occurrence of (A) an "Event of Default," as
hereinafter defined,
(B) an event which, with the giving of notice or the lapse
of time or both, would constitute an Event of Default, or (C) a
material adverse
change in the condition or operations, financial or otherwise,
of the Company,
taken as whole, the
written statement
of the Chief
Executive Officer or the
Chief Financial Officer of the Company, setting forth the details of such
Event
of Default, event or
material adverse
change and the action
which the Company
proposes to take with respect thereto;
(ii) promptly
after the sending or
filing thereof,
copies of all
financial statements,
reports, certificates of its Chief
Executive Officer,
Chief Financial
Officer or accountants and other information which the Company
or any subsidiary sends to any holders (other than the Notes) of
its securities;
(iii) promptly
after the commencement thereof, notice of each
action, suit or
proceeding before any court or other governmental authority or
other regulatory
body or any
arbitrator
as to which
there is a reasonable
possibility of a determination that would (A) materially
impact the ability
of
the Company or any
subsidiary
to conduct its
business, (B) materially and
adversely affect the business, operations or financial condition
of the Company
taken as a whole, or (C) impair the validity or enforceability of the Notes or
the ability of the Company to perform its obligations under the
Notes.
2
<PAGE>
(b) Compliance with
Laws. The Company will comply, in all material
respects with all applicable laws, rules, regulations and orders, except to
the
extent that
noncompliance
would not have a
material adverse
effect upon the
business, operations or financial condition of the Company taken as
a whole.
(c) Preservation
of Existence. The Company will maintain and
preserve, and cause
each subsidiary,
if any, to maintain
and preserve, its
existence, and become
or remain duly
qualified and in good standing in each
jurisdiction in which
the failure
to be so qualified would have a material
adverse effect
on the business, operations or financial condition of the
Company, taken as a whole.
(d) Maintenance
of Properties. The Company will maintain and
preserve, all of its properties which are necessary in the proper
conduct of its
business in good working order and condition, ordinary wear and tear
excepted,
and comply,
at all times
with the provisions of all leases to which it is a
party as lessee or
under which it
occupies property, so as to
