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CONVERTIBLE PROMISSORY NOTE

Convertible Promissory Note

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This Convertible Promissory Note involves

IVOW, INC.

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Title: CONVERTIBLE PROMISSORY NOTE
Governing Law: Delaware     Date: 4/27/2007
Industry: Medical Equipment and Supplies    

CONVERTIBLE PROMISSORY NOTE, Parties: ivow  inc.
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Exhibit 10.1

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Principal Amount $

Issue Date: April 27, 2007

 

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, IVOW, INC., a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of                              (the “ Holder ”) the sum of                        ($                ) (“ Principal Amount ”), with interest thereon, on April 27, 2009 (the “ Maturity Date ”), if not sooner paid, unless this Convertible Promissory Note (“ Note ”) is converted pursuant to Article 3 below.

ARTICLE 1

INTEREST

1.1           Rate of Interest .  The principal balance shall bear interest at the rate of ten percent (10%) per annum simple interest.

1.2           Maximum Payments .  Nothing contained in this Note shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

ARTICLE 2

PAYMENT

2.1           Payment .  Subject to Article 3, the entire principal balance and all accrued interest shall be paid in full without setoff, deduction or counterclaim on the Maturity Date.

2.2           Prepayment .  The Borrower shall have the right to prepay all or any part of the outstanding balance of this Note after fifteen (15) days prior written notice without charge or premium.

  

 



2.3           Application of Payments .  All payments received, irrespective of how they may be designated by the Borrower, shall be applied first to charges other than interest and principal, if any, owing hereunder, then to accrued interest, then to principal.

ARTICLE 3

CONVERSION RIGHTS

3.1           Holder’s Voluntary Conversion Rights .  The Holder shall have the option, but not the obligation, to convert any portion of the outstanding principal of this Note and the accrued interest thereon into shares of the Borrower’s common stock at a conversion price equal to $0.075 per share. Holder shall not have the option to convert prior to April 27, 2008.  Not excluding the foregoing, Holder can convert anytime within fifteen (15) days of receiving a notice of prepayment from Borrower in accordance with Section 2.2.

3.2           Mechanics of Holder’s Conversion .  In the event that the Holder elects to convert any amounts outstanding under this Note pursuant to Section 3.1, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “ Notice of Conversion ”) to the Borrower, which shall provide a breakdown in reasonable detail of the principal, accrued interest and amounts being converted, and this original Note.  Pursuant to the terms of a Notice of Conversion, the Borrower will issue certificates representing the shares that have been converted to the Holder.  Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall be issued by the Borrower to the Holder for the outstanding principal and accrued interest which shall not have been converted or paid.

3.3           Reservation .  During the period that this Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock the number of shares to provide for the issuance of Common Stock upon the full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note.

ARTICLE 4

EVENTS OF DEFAULT

The occurrence of any of the following events of default (“ Event of Default ”) shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

(a)       Failure to Pay .  The Borrower fails to pay the Principal Amount, interest or other sum due under this Note when due and such fail


 
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