THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“ACT”), NOR HAS IT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF THIS NOTE WILL BE
PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN
EFFECT AND AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE
WITH RULE 144 UNDER THE ACT OR AS OTHERWISE PERMITTED BY BORROWER,
OR IN THE OPINION OF COUNSEL SATISFACTORY TO BORROWER REGISTRATION
UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY
WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.
Itrex International
Corporation
CONVERTIBLE PROMISSORY
NOTE
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Principal
Amount:
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Los Angeles, CA
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$10,000.00
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October 4, 2006
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FOR VALUE
RECEIVED, the undersigned, Itrex International Corporation.
("Borrower"), a Delaware corporation and wholly-owned subsidiary of
ORBIT BRANDS CORPORATION (“ORBIT”) a Delaware C
corporation and NASDAQ Pink Sheets listed public company, promises
to pay to the order of Todd Silverstein (“Lender”), in
lawful money of the United States of America or common stock, the
principal sum of Ten Thousand and No/100 Dollars ($10,000.00),
together with interest thereon from the date hereof until this Note
is paid in full.
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1.
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Repayment of
the Principal Sum . The
Principal Sum shall be due and payable in one (1) installment of
Thirty Thousand and No/100 Dollars ($10,000.00) 365 days from the
date of execution and delivery of this Note (the “
Maturity Date ”).
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2.
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Interest : Interest shall accrue on the Principal Sum
commencing on the date set forth above (the “Interest Accrual
Date”) until the Maturity Date at the rate of five percent
(5%) per annum. Unless this Note is converted pursuant to the terms
set forth below, accrued and unpaid interest shall be payable,
together with the unpaid Principal Sum, on the Maturity Date. If
the Maturity Date should fall on a weekend or national holiday,
payment shall be due on the following business day. Interest on
this Note shall be computed on the basis of the actual number of
days elapsed during which the unpaid Principal Sum is outstanding,
divided by a year of three hundred sixty-five (365) days. All
payments under this Note shall be applied first to accrued and
unpaid interest, with the remainder applied to the unpaid Principal
Sum.
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(a)
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Increased
Interest Rate After Maturity Date : If, by the Maturity Date: (i) this Note has
not been converted in accordance with its terms; or (ii) the
Borrower does not repay the Principal Sum and any accrued interest
thereon, then the interest rate attributable to the Principal Sum
shall increase to eight percent (8 %) per annum.
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(b)
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Conversion : Lender agrees that all principal and interest
represented by this Note shall, at the sole option of
Borrower’s parent, ORBIT, convert into fully paid and
non-assessable shares of the common stock of ORBIT BRANDS
CORPORATION (“ORBIT”) at the price (the
“Conver
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