AMENDED AND RESTATED SUBORDINATED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.4

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

FOR VALUE RECEIVED Cellynx, Inc., a California corporation (the “ Company ”), promises to pay to Palomar Ventures III, L.P., a Delaware limited partnership (the “ Holder ”), or its registered assigns, the principal amount of Two Hundred Sixty Two Thousand and Three Hundred Fifty Six dollars and ¹⁶ /100 ^ths ($262,356.16), together with interest accrued thereon at a rate equal to four percent (4%) per annum.  All unpaid principal, together with any interest accrued thereon, shall be due and payable upon the earlier of (i) November 9, 2010 (the “ Maturity Date ”) at the written request of the Holder to the Company, or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by the Holder or made automatically due and payable in accordance with the terms hereof.

This Note is the “ Note ” issued pursuant to that certain Note and Warrant Purchase Agreement by and among the Company and the Investors set forth therein, dated August 15, 2006, as the same may from time to time be amended, modified or supplemented, including without limitation that confirming letter between the parties dated on or about November 10, 2007 (the “ Purchase Agreement ”).

THE OBLIGATIONS DUE UNDER THIS NOTE ARE UNSECURED.

The Company was obligated to pay the Holder the principal sum of Two Hundred Sixty Two Thousand and Three Hundred Fifty Six dollars and ¹⁶ /100 ^ths ($262,356.16) together with interest accrued thereon pursuant to a Secured Subordinated Promissory Note dated August 15, 2006 (the “ August 2006 Note ”). The Holder was also entitled to purchase shares of the Company’s securities pursuant to a Warrant to Purchase Common Stock dated August 15, 2006 (“ August 2006 Warrant ”). In contemplation of the completion of a reverse merger with a publicly traded corporation whereby the Company shall control the surviving corporation (the surviving corporation, “ Pubco ”), the Company has reached an agreement with the Holder whereby this Note shall replace and supersede the August 2006 Note and cancel the August 2006 Warrant.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

1.   Replacement Note . As evidenced by each party’s signature hereto, and for good and valuable consideration, the Holder and the Company agree that the August 2006 Note  and the August 15, 2006 promissory note issued by the Company to Palomar Ventures Principals Funds III, L.P. (“Principals Fund Note”) will be canceled, replaced and superseded in its entirety by this Note.  The Holder represents that the Principals Fund Note has been properly acquired by Holder prior to this date. #

2.   Cancellation of August 2006 Warrant .    As evidenced by each party’s signature hereto, and for good and valuable consideration, the Holder and the Company agree that the August 2006 Warrant will be canceled in its entirety upon execution of this Note.

3.   Interest.   Interest on this Note shall accrue at a rate of four percent (4%) per annum from the issuance date hereof. Interest shall be computed on the basis of a 360-day year applied to actual days elapsed.

4.   Conversion .  Until the Maturity Date, the Notes and interest accrued thereon shall be convertible at the option of Holder into the number of shares of common stock of Pubco equal to 4.8% of the shares of common stock of Pubco outstanding on the date of the closing of the contemplated reverse merger and equity financing, on a fully diluted basis, exclusive of unvested options (“ Conversion Shares ”).  At the closing of the reverse merger and equity financing, the Company shall notify Holder in writing the number of outstanding shares on a fully-diluted basis ( “Outstanding Shares” ), exclusive of unvested options and the determination of the number of Conversion Shares based on the number of Outstanding Shares.  The number of Conversion Shares shall be adjusted for any stock split, stock dividend, combinations and the like.  The term “Conversion Price” shall mean the principal amount of the Note plus accrued interest divided by Conversion Shares.

4.1     Fractional Shares; Nonassessable; Effect of Conversion .  Any fractional shares to be issued upon conversion of this Note shall be rounded down to the nearest whole share.  The Company covenants that the Conversion Shares, upon conversion of this Note, shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof.  Upon conversion of this Note in full and the payment of the amounts specified in this Section  4.1 , the Company and Pubco shall be forever released from all their obligations and liabilities under this Note.

5.  R egistration Rights .  Holder has the right to register its Conversion Shares in any registration statement in which shares of Pubco owned by Tareq Risheq, Robert Legendre and Daniel Ash are to be included; provided however that the Conversion Shares must qualify under applicable provisions of the Securities Act of 1933, as amended, for inclusion in such registration statement.

6.   Prepayment .  The Company may prepay this Note in whole without prepayment penalty of any kind.  Any such prepayment shall be made pro rata to the holders of the then outstanding Notes issued pursuant to the Purchase Agreement, based on the principal amounts of the then outstanding Notes.  Upon prepayment of this Note, the Company shall grant Holder a warrant in the form set forth in Exhibit A which permits Holder to purchase a number of shares equal to the number of Conversion Shares at the Conversion Price less any shares of Company common stock issued as a result of any partial conversion of this Note (“Pop-Up Warrant”).  If granted, the Pop-Up Warrant shall expire on the Maturity Date.

7.   Subordination .  The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all of the Company’s Senior Indebtedness (defined below), whether now or hereafter existing.

7.1   Insolvency Proceedings .  If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of the Company, (i) no amount shall be paid by the Company in respect of the principal of this Note at the time outstanding, unless and until the principal of and interest on the Senio