|
<PAGE>
EXHIBIT 4.2
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
UNDER
SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ONE
VOICE
TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE NOTE
----------------
FOR VALUE RECEIVED, ONE VOICE TECHNOLOGIES, INC., a Nevada
corporation
(hereinafter called "Borrower"), hereby promises to pay to ALPHA
CAPITAL
AKTIENGESELLSCHAFT, Pradafant 7, 9490 Furstentums, Vaduz,
Lichtenstein, Fax:
011-42-32323196 (the "Holder") or order, without demand, the sum
of Four Hundred
Thousand Dollars ($400,000.00), with simple interest accruing at
the annual rate
of 6%, on March 18, 2008 (the "Maturity Date").
This Note has been entered into pursuant to the terms of a
subscription
agreement between the Borrower and the Holder, dated of even
date herewith (the
"Subscription Agreement"), and shall be governed by the terms of
such
Subscription Agreement. Unless otherwise separately defined
herein, all
capitalized terms used in this Note shall have the same meaning
as is set forth
in the Subscription Agreement. The following terms shall apply
to this Note:
ARTICLE I
GENERAL PROVISIONS
1.1 PAYMENT GRACE PERIOD. The Borrower shall have a ten (10) day
grace
period to pay any monetary amounts due under this Note, after
which grace period
a default interest rate of fifteen percent (15%) per annum shall
apply to the
amounts owed hereunder.
1.2 CONVERSION PRIVILEGES. The Conversion Privileges set forth
in
Article II shall remain in full force and effect immediately
from the date
hereof and until the Note is paid in full regardless of the
occurrence of an
Event of Default. The Note shall be payable in full on the
Maturity Date, unless
previously converted into Common Stock in accordance with
Article II hereof;
provided, that if an Event of Default has occurred (whether or
not such Event of
Default is continuing), the Borrower may not pay this Note on or
after the
Maturity Date, without the consent of the Holder.
1.3 INTEREST RATE. Simple interest payable on this Note shall
accrue at
the annual rate of six percent (6%) and be payable upon each
Conversion, June 1,
2005 and semi-annually thereafter, and on the Maturity Date,
accelerated or
otherwise, when the principal and remaining accrued but unpaid
interest shall be
due and payable, or sooner as described below.
<PAGE>
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
UNDER
SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ONE
VOICE
TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE NOTE
----------------
FOR VALUE RECEIVED, ONE VOICE TECHNOLOGIES, INC., a Nevada
corporation
(hereinafter called "Borrower"), hereby promises to pay to
WHALEHAVEN CAPITAL
FUND LIMITED, 3rd Floor, 14 Par-Laville Road, Hamilton, Bermuda
HM08, Fax: (441)
292-1373 (the "Holder") or order, without demand, the sum of
Four Hundred
Thousand Dollars ($400,000.00), with simple interest accruing at
the annual rate
of 6%, on March 18, 2008 (the "Maturity Date").
This Note has been entered into pursuant to the terms of a
subscription
agreement between the Borrower and the Holder, dated of even
date herewith (the
"Subscription Agreement"), and shall be governed by the terms of
such
Subscription Agreement. Unless otherwise separately defined
herein, all
capitalized terms used in this Note shall have the same meaning
as is set forth
in the Subscription Agreement. The following terms shall apply
to this Note:
ARTICLE I
GENERAL PROVISIONS
1.1 PAYMENT GRACE PERIOD. The Borrower shall have a ten (10) day
grace
period to pay any monetary amounts due under this Note, after
which grace period
a default interest rate of fifteen percent (15%) per annum shall
apply to the
amounts owed hereunder.
1.2 CONVERSION PRIVILEGES. The Conversion Privileges set forth
in
Article II shall remain in full force and effect immediately
from the date
hereof and until the Note is paid in full regardless of the
occurrence of an
Event of Default. The Note shall be payable in full on the
Maturity Date, unless
previously converted into Common Stock in accordance with
Article II hereof;
provided, that if an Event of Default has occurred (whether or
not such Event of
Default is continuing), the Borrower may not pay this Note on or
after the
Maturity Date, without the consent of the Holder.
1.3 INTEREST RATE. Simple interest payable on this Note shall
accrue at
the annual rate of six percent (6%) and be payable upon each
Conversion, June 1,
2005 and semi-annually thereafter, and on the Maturity Date,
accelerated or
otherwise, when the principal and remaining accrued but unpaid
interest shall be
due and payable, or sooner as described below.
<PAGE>
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
UNDER
SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ONE
VOICE
TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE NOTE
----------------
FOR VALUE RECEIVED, ONE VOICE TECHNOLOGIES, INC., a Nevada
corporation
(hereinafter called "Borrower"), hereby promises to pay to ELLIS
INTERNATIONAL
LTD., 53rd Street Urbanizacion Obarrio, Swiss Tower, 16th Floor,
Panama,
Republic of Panama, Fax: (516) 887-8990 (the "Holder") or order,
without demand,
the sum of One Hundred and Twenty-Five Thousand Dollars
($125,000.00), with
simple interest accruing at the annual rate of 6%, on March 18,
2008 (the
"Maturity Date").
This Note has been entered into pursuant to the terms of a
subscription
agreement between the Borrower and the Holder, dated of even
date herewith (the
"Subscription Agreement"), and shall be governed by the terms of
such
Subscription Agreement. Unless otherwise separately defined
herein, all
capitalized terms used in this Note shall have the same meaning
as is set forth
in the Subscription Agreement. The following terms shall apply
to this Note:
ARTICLE I
GENERAL PROVISIONS
1.1 PAYMENT GRACE PERIOD. The Borrower shall have a ten (10) day
grace
period to pay any monetary amounts due under this Note, after
which grace period
a default interest rate of fifteen percent (15%) per annum shall
apply to the
amounts owed hereunder.
1.2 CONVERSION PRIVILEGES. The Conversion Privileges set forth
in
Article II shall remain in full force and effect immediately
from the date
hereof and until the Note is paid in full regardless of the
occurrence of an
Event of Default. The Note shall be payable in full on the
Maturity Date, unless
previously converted into Common Stock in accordance with
Article II hereof;
provided, that if an Event of Default has occurred (whether or
not such Event of
Default is continuing), the Borrower may not pay this Note on or
after the
Maturity Date, without the consent of the Holder.
1.3 INTEREST RATE. Simple interest payable on this Note shall
accrue at
the annual rate of six percent (6%) and be payable upon each
Conversion, June 1,
2005 and semi-annually thereafter, and on the Maturity Date,
accelerated or
otherwise, when the principal and remaining accrued but unpaid
interest shall be
due and payable, or sooner as described below.
<PAGE>
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
UNDER
SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ONE
VOICE
TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE NOTE
----------------
FOR VALUE RECEIVED, ONE VOICE TECHNOLOGIES, INC., a Nevada
corporation
(hereinafter called "Borrower"), hereby promises to pay to OMEGA
CAPITAL SMALL
CAP FUND, 1403 44th Street, Suite 214, Brooklyn, NY 11219, Fax:
(718) 228-9570
(the "Holder") or order, without demand, the sum of Forty-Five
Thousand Dollars
($45,000.00), with simple interest accruing at the annual rate
of 6%, on March
18, 2008 (the "Maturity Date").
This Note has been entered into pursuant to the terms of a
subscription
agreement between the Borrower and the Holder, dated of even
date herewith (the
"Subscription Agreement"), and shall be governed by the terms of
such
Subscription Agreement. Unless otherwise separately defined
herein, all
capitalized terms used in this Note shall have the same meaning
as is set forth
in the Subscription Agreement. The following terms shall apply
to this Note:
ARTICLE I
GENERAL PROVISIONS
1.1 PAYMENT GRACE PERIOD. The Borrower shall have a ten (10) day
grace
period to pay any monetary amounts due under this Note, after
which grace period
a default interest rate of fifteen percent (15%) per annum shall
apply to the
amounts owed hereunder.
1.2 CONVERSION PRIVILEGES. The Conversion Privileges set forth
in
Article II shall remain in full force and effect immediately
from the date
hereof and until the Note is paid in full regardless of the
occurrence of an
Event of Default. The Note shall be payable in full on the
Maturity Date, unless
previously converted into Common Stock in accordance with
Article II hereof;
provided, that if an Event of Default has occurred (whether or
not such Event of
Default is continuing), the Borrower may not pay this Note on or
after the
Maturity Date, without the consent of the Holder.
1.3 INTEREST RATE. Simple interest payable on this Note shall
accrue at
the annual rate of six percent (6%) and be payable upon each
Conversion, June 1,
2005 and semi-annually thereafter, and on the Maturity Date,
accelerated or
otherwise, when the principal and remaining accrued but unpaid
interest shall be
due and payable, or sooner as described below.
<PAGE>
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
UNDER
SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ONE
VOICE
TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE NOTE
----------------
FOR VALUE RECEIVED, ONE VOICE TECHNOLOGIES, INC., a Nevada
corporation
(hereinafter called "Borrower"), hereby promises to pay to OSHER
CAPITAL INC., 5
Sansberry Lane, Spring Valley, NY 10977 (the "Holder") or order,
without demand,
the sum of Thirty Thousand Dollars ($30,000.00), with simple
interest accruing
at the annual rate of 6%, on March 18, 2008 (the "Maturity
Date").
This Note has been entered into pursuant to the terms of a
subscription
agreement between the Borrower and the Holder, dated of even
date herewith (the
"Subscription Agreement"), and shall be governed by the terms of
such
Subscription Agreement. Unless otherwise separately defined
herein, all
capitalized terms used in this Note shall have the same meaning
as is set forth
in the Subscription Agreement. The following terms shall apply
to this Note:
ARTICLE I
GENERAL PROVISIONS
1.1 PAYMENT GRACE PERIOD. The Borrower shall have a ten (10) day
grace
period to pay any monetary amounts due under this Note, after
which grace period
a default interest rate of fifteen percent (15%) per annum shall
apply to the
amounts owed hereunder.
1.2 CONVERSION PRIVILEGES. The Conversion Privileges set forth
in
Article II shall remain in full force and effect immediately
from the date
hereof and until the Note is paid in full regardless of the
occurrence of an
Event of Default. The Note shall be payable in full on the
Maturity Date, unless
previously converted into Common Stock in accordance with
Article II hereof;
provided, that if an Event of Default has occurred (whether or
not such Event of
Default is continuing), the Borrower may not pay this Note on or
after the
Maturity Date, without the consent of the Holder.
1.3 INTEREST RATE. Simple interest payable on this Note shall
accrue at
the annual rate of six percent (6%) and be payable upon each
Conversion, June 1,
2005 and semi-annually thereafter, and on the Maturity Date,
accelerated or
otherwise, when the principal and remaining accrued but unpaid
interest shall be
due and payable, or sooner as described below.
<PAGE>
ARTICLE II
CONVERSION RIGHTS
The Holder shall have the right to convert the principal due
under this
Note into Shares of the Borrower's Common Stock, $.001 par value
per share
("Common Stock") as set forth below.
2.1. CONVERSION INTO THE BORROWER'S COMMON STOCK.
(a) The Holder shal
| 
