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Elite Artz, Inc.
(a Nevada Corporation)
Convertible Note
Elite Artz, Inc. a Nevada corporation ("Company")
for value received (summarized more specifically in Exhibit I.)
hereby promises to pay to Chris Kirch (the "Holder") or his
assignee, the sum of Twenty-five Thousand Dollars ($25,000.00) 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, 2006.
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 500,000 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, 2006 but no
later than December 31, 200
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