EX-4.5
New York, New York
December 31, 2005
CONVERTIBLE GRID PROMISSORY NOTE
FOR VALUE
RECEIVED, the undersigned TWIN LAKES, INC. a Nevada
corporation,
having an address at 47 School Street, Chatham, New Jersey 07928.
("Borrower"),
promises to pay on
demand to TURQUOISE PARTNERS, LLC, a New York limited
liability company,
having an address at
c/o Arnold P. Kling, 712 Fifth Avenue,
11th Floor, New York, New York 10019 ("Lender"), the sum of Thirty Two Thousand
One Hundred Sixty
Three Dollars
($32,163) representing
the unpaid
principal
amount of the advances
plus accrued interest
at the rate of their percent (7%)
per annum made by Borrower to Lender as evidenced by Schedule A
attached hereto.
Lender
shall endorse on the Schedules to this Note, appropriate notations
to evidence the date,
amount, and maturity
of each loan made by Lender and the
date and amount of each payment of principal made by Borrower with respect
thereto; provided,
that the failure of Lender to make any such
notation or
endorsement shall not
affect the obligations
of Borrower, hereunder
under the
Borrower's Note. The Lender is hereby irrevocably authorized by Borrower so to
endorse the Borrower's
Note and to attach to
and make a part of the Borrower's
Note a continuation of any such schedule, when required. The amount and time
of
any advances to the Borrower shall be in the sole discretion of the
Lender.
The
outstanding principal
balance of, and
accrued interest on, this Note
shall be convertible,
at the option of the
Lender, in whole or in
part, into
shares of common stock, par value $.001, of the Lender at
the conversion
price
of $0.0034 per share (the "Conversion Price").
The
Conversion
Price
shall be subject to equitable proportionate
adjustment from time
to time upon the
happening of any merger, consolidation,
exchange of
shares, stock split, stock dividend, capital reorganization,
business combination, or other similar event.
Each of
the following
specified events
hereby constitutes and
is herein
referred to individually as an "Event of Default":
(a)
Borrower's
failure to make or cause to be made any payments to
Lender under this Note
or under any other note or agreement now existing or
hereafter to be entered into between the undersigned and Lender when the same
are due; or
(b)
Default
in the due and
timely observance or performance of the
covenants, conditions
or agreements of
Borrower contained in
this Note or the
Agreement; or
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(c)
If any
financial statement or representation or warranty made by
Borrower in the
Agreement or in
connection
with this transaction or in any
document in connection
with the instruments,
documents and
assignments to be
executed by
Borrower hereunder or pursuant hereto shall be untrue in any
material respect on the date made; or
(d) If any warrant of attachment, execution of other writ shall be
issued or levied
upon the proceeds or amounts payable hereunder and such
attachment, execution or other writ shall remain undischarged and
unstayed for a
period in excess of sixty (60) days; or
(e)
If Borrower
should become insolvent; or should be unable to pay its
debts as they mature;
or should make an assignment for the benefit of creditors
or to an agent authorized to liquidate any substantial amount of its properties
or assets;
or should file a voluntary petition in bankruptcy or seeking
reorganization or to
effect a plan or other
arrangement
with creditors; or
should file an answer
admitting the
jurisdiction of any court and the material
allegations of an
involuntary petition
filed pursuant to any legislation or
governmental
regulation relating to bankruptcy or organization; o
