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Exhibit 4.1
$_____________________
March ____, 2007
UWINK, INC
10% CONVERTIBLE PROMISSORY NOTE
DUE SEPTEMBER ____, 2007
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"), AND SUCH SECURITY MAY NOT BE
OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION
UNDER THE 1933
ACT, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AS
CONFIRMED IN AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AND IN EACH CASE IN
ACCORDANCE
WITH ANY OTHER APPLICABLE LAW.
1.
OBLIGATION. For value received, UWINK, INC., a Utah corporation
(the
"COMPANY"), promises to pay to the order of _____________________
(the "HOLDER")
in lawful money of the United States of America and in immediately
available
funds, the principal sum of _____________________ Dollars
(US$_____________________), in the manner and upon the terms and
conditions set
forth herein.
This Note
is one of a series of duly authorized convertible promissory
notes of the Company (individually, a "NOTE" and collectively, the
"NOTES")
having like terms and maturity in the aggregate principal amount of
up to
$1,000,000. It is the intent of the parties that the rights of the
Holder of
this Note will rank IN PARI PASSU in all respects with the rights
of the Holders
of the other Notes.
2.
MATURITY. The entire principal amount hereof, together with accrued
and
unpaid interest thereon, will be due and payable six months from
the date hereof
(the "MATURITY DATE"), unless earlier paid in full or converted in
accordance
with Section 5 hereof.
3.
INTEREST. The Company shall pay interest at the rate of 10% per
annum,
compounded annually (computed on the basis of a 365-day year)
during the period
beginning on the date of issuance of this Note and ending on the
date the
principal amount of this Note becomes due and payable.
4. PREPAYMENT.
The Company may, at its sole discretion, prepay all or any
portion of the unpaid principal of this Note without penalty at any
time.
5.
CONVERSION. The principal and ac
