CONVERTIBLE SECURED PROMISSORY NOTE

Exhibit 10.3 Convertible Secured Promissory Note dated June 22, 2009, between the Company and Margaret Wong

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY SECURITIES LAWS OF ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ANY SUCH LAW.

FOR VALUE RECEIVED, the undersigned, Octus, Inc., a Nevada corporation (the “ Company ”) promises to pay to the order of Margaret Y. Wong, or permitted assigns (hereinafter, with any subsequent holder, the “ Holder ”) the principal sum of $100,000, with interest on the unpaid principal from the date hereof at a rate of ten percent (10.0%) simple interest per annum.  Interest shall be calculated on the basis of the actual number of days elapsed over a 365-day year, shall commence to accrue on the date hereof and shall continue on the outstanding principal until paid in full.

1.             Interest Payments .  Accrued unpaid interest shall be paid semi-annually, and upon the Maturity Date, with the first payment due six months after the date on which the Note is issued.  At the Company’s option, the Company may make any interest payment either in cash or by delivery of a number of shares of the Company’s Common Stock (“ Common Stock ”) with a value equal to the amount of interest due and payable, calculated by the greater of fifteen cents ($0.15) per share or at seventy percent (70%) of the average closing price of the Common Stock on the OTC Bulletin Board (or whatever exchange, market or quotation system the Common Stock is then traded), for the ten (10) trading days ending three days before the date that such payment is due.

2.             Application of Payments .  All payments of principal and interest shall be in lawful money of the United States of America, except as set forth below in connection with conversion of this Note.  All payments on account of the indebtedness evidenced by this Note shall be applied first to any and all costs, expenses and other charges then owed the Holder by the Company, second, to accrued and unpaid interest, and thereafter to the unpaid principal balance hereof.   All payments so received after demand or acceleration shall be applied in such manner as the Holder may determine in its sole and absolute discretion.

3.             Maturity Date. Unless this Note has been converted pursuant to the terms of this Note or unless earlier accelerated by the terms of this Note, the principal amount hereof, together with all unpaid accrued interest hereon and all other fees, costs and charges, if any, shall be due and payable on the date which is twenty-four (24) months from the original date of this Note (the “ Maturity Date ”).  No payments of principal or interest are required hereunder until the Maturity Date, except as otherwise provided herein.

4.             Prepayment . Before the Maturity Date, the Company may prepay this Note, in whole or in part, at any time without penalty, upon five (5) days advance notice to the Holder.  If the Company delivers such a notice to the Holder, then the Holder may elect, within such five-day period, to convert the Note into the Underlying Securities based on the provisions of Section 5(b).

5.             Conversion The principal amount of this Note and all unpaid interest accrued on this Note (together, sometimes referred to as the “ Note Balance ”) may be converted, as follows:

(a)            Upon a Qualified Financing .  If the Company sells its equity securities in a transaction after the latest date on which this Note is issued, for aggregate gross proceeds to the Company (excluding cancellation of indebtedness under this Note and any additional notes or existing convertible debt of the Company) of at least One Million Dollars ($1,000,000) (a “ Qualified Financing ” and the securities sold in such financing referred to as “ Financing Securities ”), then all outstanding indebtedness under this Note shall automatically be converted (regardless of whether the Note is surrendered to Company) into shares of the Financing Securities at a conversion price per share equal to seventy percent (70.0%) of the price per share paid for the Financing Securities in the Qualified Financing (“ Financing Securities Price ”).  At the closing of the Qualified Financing, the Holder shall become a party to, and be entitled to the same rights under, all agreements to which all other investors in the Qualified Financing become a party, and shall receive the same benefits bestowed upon such other investors.

i.       Notice .  In connection with automatic conversion of this Note, the Company shall deliver notice to the Holder of any conversion to be effected hereunder, specifying the applicable conversion price and the amount of principal and interest of the Note to be converted.

ii.       Execution of Investor Agreements .  As a condition precedent to the issuance of Financing Securities to Holder upon such conversion, Holder shall execute and deliver such agreements, instruments and other documents as are executed and delivered by the other investors in connection with their purchase of the Financing Securities.

OR,

(b)            Conversion at the Option of the Holder .  At any time commencing ninety (90) days after the date of issuance of this Note and before the Maturity Date or earlier conversion of this Note, the Holder, at Holder’s option and upon five (5) days prior written notice to the Company, may convert in whole or in part the outstanding principal and accrued but unpaid interest of this Note (the amount to be converted referred to as the “ Note Amount ”) into a number of shares of Common Stock (sometimes referred to as the “ Underlying Securities ”) determined by the greater of fifteen cents ($0.15) per share or at seventy percent (70%) of the average closing price of the Common Stock on the OTC Bulletin Board (or whatever exchange, market or quotation system the Common Stock is then traded), for the ten (10) trading days ending five (5) days before the conversion date.

6.             Mechanics of Conversion .  As promptly as practicable after the conversion of this Note, this Note shall be cancelled, and the Company will issue and deliver to the Holder a certificate or certificates representing the full number of securities issuable upon such conversion (and the issuance of such certificate or certificates shall be made without charge to the Holder of the Note for any issuance tax in respect thereof or other cost incurred by Company in connection with such conversion and the related issuance of shares).

7.             Security Interest.   The Holder is granted a general security interest in all assets of the Company ranking before all Preferred and Common Shareholders and subordinated to the existing Senior Convertible Debt, as referenced in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q that the Company files with the Securities and Exchange Commission as of March 31, 2009. The Company hereby agrees to file and execute any documents necessary to establish and protect this security interest, including, but not limited to, execution of financing statements.

8.             Merger, Sale of Assets, etc.   In the event that Company sells or otherwise disposes of all or substantially all of its assets or is acquired by way of a merger, consolidation, reorganization or other similar transaction or series of transactions (but excluding any equity financing transaction by Company involving issuance of its equity securities to investors primarily for purposes of financing Company’s business) pursuant to which stockholders of Company prior to such acquisition own less than fifty percent (50%) of the surviving or resulting entity, then, the Note shall, immediately before the closing of any such transaction, convert into Underlying Securities in the same manner as if the Holder had elected to convert the Note into Underlying Securities upon the closing of the transaction.

9.             Default.   The Company will be in default if any of the following occurs: (a) the Company fails to make payment of the principal amount or an interest payment when due and fails to cure the default within ten (10) days of the date of delivery of notice from Holder to the Company of the default; and/or (b) the Company fails in any material respect to comply with or to perform when due any other material term, obligation, covenant, or condition contained in this Note and fails to cure the default within ten (10) days of the date of delivery of notice from Holder to the Company of the default.  Upon default, Holder may declare the entire unpaid principal and accrued interest amount immediately due. If Holder prevails in a lawsuit to collect on this Note, the Company will pay Holder's costs and attorneys’ fees in an amount the court finds to be reasonable. Further the Company will accrue a penalty fee of 1.5% per month on any payment that is in default as defined herein.

10.           Issuance of Warrant to Holder . As an inducement for making the loan described herein, the Company has agreed to issue to Holder a Warrant to purchase a number of shares of Common Stock equal to 3,500 shares of Common Stock for each $1,000 of principal amount (the “Warrant Shares ”), exercisable at one cent ($0.01) per share.

11.           Piggyback Registration Rights .

(a)           So long as shares of the Company’s Common Stock received by the Holder hereunder upon conversion of the Note or upon the exercise of the Warrant Shares are “restricted securities” under the Act, and during such period, if the Company files a registration statement pursuant to the Act relating to an offering for its own account or for the account of others under the Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents), then the Company will promptly give to Holder written notice thereof (which will include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and will, subject to the provisions below, include in such registration and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Warrant Shares