Exhibit 4.2
CONVERTIBLE PROMISSORY NOTE
The undersigned, jointly and severally,
promise to pay to the order of Tryant LLC (“holder” or
any successor holder), a Delaware limited liability company at 1608
West 2225 South, Woods Cross, Utah 84087, or at such other place as
the holder hereof may designate in writing, the sum of TWO HUNDRED
AND TWENTY-FIVE THOUSAND DOLLARS ($225,000), payable as
follows:
$175,000 on the earlier of the second funding
traunche or September 30, 2005; and
$50,000 on the earlier of the third funding
traunche or December 31, 2005.
In the event of default in the payment of any
sum due hereunder when the same shall be due and payable, interest
shall accrue on the entire unpaid balance of this note thereafter
at the rate of 10% per annum until paid.
Further, in the event
of default in the payment of any sum due hereunder when the same
shall be due and payable, at the sole option of the holder, in
addition to all other rights against the makers in law and equity,
the holder shall have the right to convert the unpaid principal and
interest of this note to the purchase of shares of common stock of
Fuel Corporation of America, a Nevada corporation and one of the
makers hereof (“FCA”), or any successor, at a
conversion rate of $0.1125 per share; and provided, however, as a
further condition to the execution and delivery of this note, FCA,
and flexSCAN, Inc., a Delaware corporation and one of the makers
hereof (“flexSCAN
