THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITY NOR ANY
INTEREST THEREIN MAY BE OFFERED. IT MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, OR HYPOTHICATED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER
SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
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$25,000 USD
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October 21, 2008
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Abviva, Inc., a company duly organized
and existing under the laws of the State of Nevada (the
“Company”) with its principal place of business at 110
Pine Avenue, Suite 1060, Long Beach, CA 90802, for value received,
hereby promises to pay to the order of eFund Capital Management,
LLC of 110 Pine Ave., Suite 1060, Long Beach, CA 90802 (the
“Holder”) the principal sum of Twenty Five Thousand
Dollars ($25,000) pursuant to the terms set forth
herein..
1.
Principal Payment and Maturity
Date. The outstanding
principal due under this Note shall be due and payable Ninety (90)
days from the date of the closing which is January 22, 2008.
2.
Interest Payment
. This is Note shall accrue
interest at a rate of 8% during its term and will adjust to the
legal maximum if it becomes in default.
3.
Convertible.
This Note will convert into a convertible
debenture on the same terms as the next convertible debenture
entered into by the Company with an outside investor.
4.
Security . This Note is unsecured.
5.
Waivers and Consents
. Maker hereby waives diligence,
demand, presentment for payment, notice of non-payment, protest and
notice of protest, and specifically consents to and waives notice
of a
