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EXHIBIT 10.1
THIS NOTE AND THE SHARES ISSUABLE ON CONVERSION HEREOF HAVE NOT
BEEN REGISTERED
UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
OR ANY STATE
SECURITIES LAW. THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND
NEITHER THE NOTE
NOR ANY SHARES ISSUABLE ON CONVERSION THEREOF MAY BE
TRANSFERRED, SOLD OR
OFFERED FOR SALE, IN WHOLE OR IN PART, UNLESS (1) THERE IS AN
EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE ACT AND
QUALIFICATION UNDER
ANY APPLICABLE STATE SECURITIES LAW, (2) SUCH TRANSFER IS MADE
IN COMPLIANCE
WITH RULE 144 UNDER THE ACT AND PURSUANT TO QUALIFICATION UNDER
ANY APPLICABLE
STATE SECURITIES LAW OR EXEMPTION THEREFROM, OR (3) THERE IS AN
OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND
QUALIFICATION ARE
NOT REQUIRED AS TO SAID TRANSFER, SALE OR OFFER.
NON-NEGOTIABLE
CONVERTIBLE PROMISSORY NOTE
U.S. $200,000
Columbus, Ohio
April 14, 2005
FOR VALUE RECEIVED, the undersigned, Superconductive Components,
Inc. (the
"Company"), promises to pay to the order of ROBERT H. PEITZ
("Lender") the sum
of TWO HUNDRED THOUSAND AND 00/100 Dollars ($200,000.00), (the
"Principal Sum"),
according to the terms set forth below.
SECTION 1. PAYMENT OF INTEREST. Interest will accrue and
compound monthly
on the unpaid balance of the Principal Sum until paid at an
interest rate of ten
percent (10%
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