Java
Express, Inc.
(a Nevada
Corporation)
Convertible
Note
Java
Express, Inc., a Nevada Corporation ("Company") for value received
hereby promises to pay to Kelly Trimble (the "Holder") or its
assignee, the sum of Eight Thousand Fifty One Dollars ($8,051.00)
US, with no interest in consideration of the conversion right and
payable in accordance with the terms and conditions set forth
herein.
1) Payment
Terms: Principal shall be all due and payable on December 31,
2008.
2) Right to
Convert by Holder: The Holder of this Note shall have the
option to convert the entire amount or any portion thereof, of the
principal of this Note into shares of common stock of the Company
at a conversion price as hereinafter provided in Paragraph 3
below.
3)
Conversion Price: The principal of the Note shall be
converted into common shares of the Company (the "Converted
Shares") at a share price equal to the "bid" price of the Company's
common stock on the date of the conversion, or in the event the
Company has no bid price, the principal of this Note shall be
converted into 80,510 shares as an equity position of the
Company.
4)
Conversion Date: The Conversion Date for the Holder of the
Note shall be anytime after December 31, 2008 but no later than
December 31, 2009 (the Holder’s Conversion Period).
5) Manner
of Exer