Notice of Conversion by Steven B. Solomon for Convertible Promissory Note with CDSS Wind Down Inc.

Summary

Steven B. Solomon notifies CDSS Wind Down Inc. of his decision to convert $18,821 of principal (plus accrued interest) from his Convertible Promissory Note into 62 million shares of the company's common stock. The shares issued will be restricted and subject to securities law legends. Solomon requests issuance of a share certificate and a replacement note for any remaining balance. The notice is dated April 30, 2010.

EX-10.2 3 ex10_2.htm EXHIBIT 10.2 ex10_2.htm

Exhibit 10.2

NOTICE OF CONVERSION

To:	CDSS Wind Down Inc.

I, Steven B. Solomon hereby elect to convert $18,821 principal of my Convertible Promissory Note [and all interest accrued upon such principal amount] into shares of Common Stock (the "Shares") of CDSS Wind Down Inc. (the "Company") for 62 million shares.

I understand that the shares issued are restricted and that the certificate representing the shares shall be imprinted with a legend as required under applicable federal and state securities laws.

I am delivering this Notice and the Convertible Promissory Note to the Company. Please issue a certificate representing the Shares, and a replacement Note for the remaining balance thereof, in my name and to the address specified below.

Signed:	/s/ Steven B. Solomon	Date: April 30, 2010
Name:	Steven B. Solomon
Address:	2100 McKinney Avenue, Suite 1500
	Dallas, Texas 75201