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
Principal
Amount:
$25,000.00
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Los Angeles,
CA.
January 18, 2007
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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 Michael and Sylvia Silverstein, Joint
Tenants in Common ("Lender"), in lawful money of the United States
or common stock, the principal sum of Twenty-Five Thousand and
No/100 Dollars ($25,000.00), 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
Twenty-Five Thousand and No/100 Dollars ($25,000.00) one year from
the date of execution and delivery of this Note to Lender (the
“ Maturity Date ”).
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2.
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Interest : Interest shall accrue on the Principal Sum
commencing on the date of execution and delivery hereof (the
“Interest Accrual Date”). From the Interest Accrual
Date until the Maturity Date, interest shall accrue on the unpaid
Principal Sum at the rate of 6 % per annum. Unless this Note is
converted pursuant to the terms of Section 3 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 the payment of accrued and unpaid interest,
with the remainder applied to the unpaid Principal Sum.
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(a)
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Increased
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 ten percent (10 %) 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 corporation, ORBIT, convert into fully paid
and non-assessable shares of the common stock of ORBI
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