STARVOX COMMUNICATIONS, INC. Senior Secured Convertible Promissory Note

Exhibit 10.14

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH HEREIN. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT.

STARVOX COMMUNICATIONS, INC.
Senior Secured Convertible Promissory Note

     StarVox Communications, Inc., a California corporation (the “Company”), for value received, hereby promises to pay to <<Holder>>, with an address at <<Adress>>, or its successors or permitted assigns (the “Holder”), the principal amount of <<Money Spelled>>
($ <<Money>>), in lawful money of the United States of America, with interest thereon to be computed from the date hereof, on the unpaid principal balance at the rate and as herein provided.

     All agreements herein made are expressly limited so that in no event whatsoever, whether by reason of advancement of proceeds hereof, acceleration of maturity of the unpaid balance hereof or otherwise, shall the amount paid or agreed to be paid to the Holder for the use of the money advanced or to be advanced hereunder exceed the maximum rate permitted by law (the “Maximum Rate”). If, for any circumstances whatsoever, the fulfillment of any provision of this Note or any other agreement or instrument now or hereafter evidencing, securing or in any way relating to the debt evidenced hereby shall involve the payment of interest in excess of the Maximum Rate, then, ipso facto , the obligation to pay interest hereunder shall be reduced to the Maximum Rate; and if for any circumstance whatsoever, the Holder shall ever receive interest, the amount of which would exceed the amount collectible at the Maximum Rate, such amount as would be excessive interest shall be applied to the reduction of the principal balance remaining unpaid hereunder and not to the payment of interest. This provision shall control every other provision in any and all other agreements and instruments existing or hereafter arising between the Company and the Holder with respect to the debt evidenced hereby.

     1.  Note Purchase Agreement: Security .

     This Note is issued pursuant to, and is entitled to the benefits of, the Secured Convertible Note and Warrant Purchase Agreement, dated as of May 24, 2006 (the “Note Purchase Agreement”). This Note and the Company’s obligations hereunder are collateralized by a security interest in the assets of the Company, pursuant to a Security Agreement, dated as of the same date of this Note (the “Security Agreement”), by and among the Company and the Holder, as secured party. If an Event of Default (as hereinafter defined) shall have occurred and the principal amount of this Note shall

become due and payable, the Holder shall be entitled to exercise, in addition to any right, power or remedy permitted in law or equity, all its remedies under the Security Agreement or the Note Purchase Agreement, as applicable.

     2.  Interest: Payments .

          (a) Principal of, and any accrued and unpaid interest on, this Note shall be due and payable on demand by the Holder at any time following six months from the date of this Note (the “Maturity Date”), unless the principal of, and any accrued and unpaid interest on this Note has been converted in accordance with the terms hereof.

          (b) Until this Note is converted or paid in full, interest on this Note shall accrue from the date hereof at the Applicable Rate (calculated on the basis of a 360-day year consisting of twelve 30-day months). For purposes of this Note, the Applicable Rate shall mean 12.0%, except in the event that the Company fails to pay to the Holder any portion of the principal and/or interest due on the Maturity Date or if an Event of Default shall have occurred in which case the Applicable Rate shall thereafter, during the continuance of such failure, be 15%.

          (c) If the Maturity Date would fall on a day that is not a Business Day (as defined below), the payment due on such Maturity Date will be made on the next succeeding Business Day with the same force and effect as if made on the Maturity Date. “Business Day” means any day which is not a Saturday or Sunday and is not a day on which banking institutions are generally authorized or obligated to close in the city of New York, New York.

          (d) Payment of principal and interest on this Note shall be made by wire transfer of immediately available funds to an account designated by the Holder or by check sent to the Holder as the Holder may designate for such purpose from time to time by written notice to the Company, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

          (e) The obligations to make the payments provided for in this Note are absolute and unconditional and not subject to any defense, setoff, counterclaim, rescission, recoupment or adjustment whatsoever. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, notice of dishonor, protest, notice of protest and diligence in taking any action to collect any amount called for hereunder, and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission with respect to the collection of any amount called for hereunder.

          (f) Notwithstanding anything to the contrary in this Note, the Note Purchase Agreement, the Security Agreement or any other document executed in connection herewith, the amounts owing under this Note may be prepaid at any time without penalty or premium. This Note must be prepaid, in whole, upon the Company (or any affiliated or parent company) completing any debt or equity financing (in one or a series of closings) in which the Company (or any affiliated or parent company) receives gross cash proceeds of at least $15 million.

     3.  Ranking of Note .

          (a) The Company, for itself, its successors and assigns, covenants and agrees, that the payment of the principal of and interest on this Note is senior in right of payment to the payment of all existing and future Junior Debt (as hereinafter defined). “Junior Debt” shall mean all existing and future Indebtedness, except for (i) Indebtedness owing to Sand Hill Finance, LLC in the amount of $1,500,000 and (ii) future senior Indebtedness incurred by the Company from financial institutions and/or venture debt lenders with the written consent of Lenders (as defined in the Note Purchase Agreement) holding at least 75% of the aggregate outstanding principal amount of the Convertible Notes (as defined in the Note Purchase Agreement) and expressly made senior to the Company’s obligations under the Convertible Notes and the Note Purchase Agreement. For purposes of this Section 3 (a), “Indebtedness” shall mean (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations and (d) any obligation directly or indirectly guaranteed.

          (b) Upon any payment or distribution of the assets of the Company, to creditors upon dissolution, total or partial liquidation or reorganization of, or similar proceeding relating to the Company, the Holder of this Note will be entitled to receive payment in full before any holder of Junior Debt is entitled to receive any payment.

     4.  Affirmative Covenants .

     The Company covenants and agrees with the Holder that, so long as any amount remains unpaid on this Note:

          (a) the Company shall promptly after the Company shall obtain knowledge of the occurrence of any Event of Default (as hereinafter defined) or any event which with notice or lapse of time or both would become an Event of Default (an Event of Default or such other event being a “Default”), a notice specifying that such notice is a “Notice of Default” and describing such Default in reasonable detail, and, in such Notice of Default or as soon thereafter as practicable, a description of the action the Company has taken or proposes to take with respect thereto; and

          (b) the Company shall permit any representative Holder authorizes, including, without limitation, its attorneys and accountants, to inspect, examine and make copies and abstracts of the books of account and records of the Company at reasonable times and upon reasonable notice during normal business hours. In addition, any such representative shall have the right to meet with management and officers of the Company to discuss such books of account and records. In addition, Holder shall be entitled at reasonable times and intervals to consult with and advise the management and officers of the Company concerning significant business issues affecting the Company. Such consultations shall not unreasonably interfere with the Company’s business operations.

     5.  Conversio