EXHIBIT 4.1
CONVERTIBLE PROMISSORY
NOTE
|
$69,450.67
|
August 27,
2008
|
FOR VALUE
RECEIVED, the undersigned, CDSS Wind Down Inc., a Delaware
corporation (" CDSS "), promises to pay to the order
of Steven B. Solomon (" Payee "), at such place as
Payee may designate in writing, in lawful money of the United
States of America, the principal sum of Sixty-Nine Thousand Four
Hundred Fifty Dollars and Sixty-Seven Cents ($69,450.67) on the
terms and conditions hereinafter set forth. This Note
shall bear interest at the rate of eight percent (8%) per year and
shall mature on the earlier of August 27, 2010 or demand by the
Payee (the " Payment Date "), at which time all
outstanding principal shall be due and payable.
Events of
Default. The entire unpaid principal balance of this
Note shall immediately become due and payable, at the option of
Payee, upon the failure by CDSS to pay any installment of principal
and interest hereof as and when the same becomes due and payable in
accordance with the terms hereof (the " Event of
Default "). In the event an Event of Default shall occur,
the unpaid principal shall accrue interest in the amount of 18% per
annum and Payee may proceed to protect and enforce its rights
either by suit in equity and/or by action at law, by other
appropriate proceedings. No delay on the part of Payee in the
exercise of any power or right under this Note, or under any other
instrument executed pursuant thereto shall operate as a waiver
thereof, nor shall a single or partial exercise of any other power
or right preclude further exercise thereof.
Conversion.
Payee is entitled, at its option, at any time prior to the Payment
Date, to convert all or a portion of the outstanding principal and
accrued interest under this Note into eighty-five percent (85%) of
the Company's common stock (228,788,200 shares of common stock)
(the " Conversion Shares "). No fractional shares or
scrip representing fractions of shares will be issued on
conversion, but the number of Conversion Shares issuable shall be
rounded to the nearest whole share. Upon the surrender of this Note
accompanied by a conversion request, CDSS shall issue and deliver
to Payee that number of Conversion Shares as shall be determined in
accordance herewith, subject to the payment of at least the par
value of the Conversion Shares to the extent legally
required. If CDSS at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) its
outstanding shares of common stock into a greater number of shares,
the number of Conversion Shares into which this Note is
