Exhibit 4.1
CONVERTIBLE PROMISSORY NOTE
$1,000,000
August 12, 2004
FOR VALUE
RECEIVED, LEXICON UNITED INCORPORATED, a Delaware
corporation
(the "Maker"),
unconditionally promises to pay to the order of KEYANO
CORPORATION, having an
address at __________________________ (the "Payee"), the
principal sum of One Million
Dollars ($1,000,000), at a simple interest rate of
five percent (5%) per annum
computed on the basis of a 360 day year. The Maker
further agrees to pay all
costs of collection, including reasonable attorneys'
fees, incurred by the Payee
or by any other holder of this Promissory Note (this
"Note") in any action to
collect this Note, whether or not suit is brought.
Principal
and accrued interest shall be payable on August 12, 2007.
Maker
shall have the right at any
time to prepay, in whole or in part, the principal
and accrued interest without
penalty upon fifteen (15) days prior written notice
to the Payee.
The
amounts due hereunder are payable without deduction or offset
in
lawful money of the United
States of America in immediately available funds to
the Payee at its address as
set forth above, or at such other place as the
holder of this Note shall
from time to time designate.
It shall be an event of default ("Event of Default"), and the
then
unpaid portion of this Note
shall become immediately due and payable, at the
election of Payee, upon the
occurrence of any of the following events:
(a) any
failure on the part of Maker to make any payment hereunder
when
due, whether by acceleration
or otherwise;
(b) Maker
shall commence (or take any action for the purpose of
commencing) any proceeding
under any bankruptcy, reorganization, arrangement,
readjustment of debt,
moratorium or similar law or statute; or
(c) a
proceeding shall be commenced against Maker under any
bankruptcy,
reorganization, arrangement,
readjustment of debt, moratorium or similar law or
statute and relief is ordered
against Maker, or the proceeding is controverted
but is not dismissed within
sixty (60) days after the commencement thereof.
The
principal balance of this Note and all accrued interest
hereunder
shall be convertible, in
whole or in part, into shares of the Maker's common
stock in the manner described
below at the option of the Payee or other holder
hereof at any time prior to
maturity upon ten (10) days advance written notice
to the Maker. The number of
shares of the Maker's common stock issuable upon
such conversion shall be
equal to the quotient obtained by dividing the
principal amount hereunder
and accrued interest thereon by $0.25. Upon
conversion, this Note shall
be canceled and a replacement note on ide
