SWAP-A-DEBT,INC. 9%CONVERTIBLE PROMISSORY NOTE

EX-4.2 6 fs1ex4ii_ea3swap.htm 9% CONVERTIBLE PROMISSORY NOTE - SARAH CATHERINE HUEMPFNER fs1ex4ii_ea3swap.htm

Exhibit 4.2

THE SECURITIES EVIDENCED HAVE NOT BEEN REGISTERED UNDER "FlIE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF 11\1 THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS. OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.

SWAP-A-DEBT, INC.

9% CONVERTIBLE PROMISSORY NOTE

Amount $300,000.00

Issuance Date January 18, 2008

SWAP-A-DEBT. INC., a Delaware corporation (the "Company") for value received, hereby promises to pay to Sarah Catherine Huempfner or its registered assigns (the "Holder"). on April 18, 2008_(the "Maturity Date") at the principal offices of the Company. the principal sum of S300.000.00 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 and to pay interest on the outstanding principal balance at the Maturity Date as hereinafter provided.

I) Interest

i)	Interest accrued during the term of this Note in its entirety on or Within five (5) calendar days oldie Maturity Date. The Note will bear interest at the rate of nine percent (9%) per annum on the principal balance until this Note shall be paid in full.

2) Conversion

Conversion. The Holder shall have the right from time to time, and at any time on or prior to the Maturity Date to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, $.00l par value per share. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the amount of principal and accrued interest to be converted (Conversion Amount) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice-of Conversion"). The Conversion Price shall be equal to the average closing bid price of the Common Stock (as reported by Bloomberg L.P.) on the Pinksheets OTC market for the ten ( 10) trading days prior to the date of the Conversion Notice (the "Conversion Date") multiplied by .50 provided that the Notice of Conversion is submitted by facsimile (or by other means resulting in. or reasonably expected to result in. notice) to the Company before 6:00 p.m.. New York, New York time on such Conversion Date.

b)	Conversion Price Limit . Notwithstanding the provisions in Section 2(a), the Conversion Price shall not exceed $.25,

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c)	Method of Conversion

i)	Mechanics of Conversion . This Note may be converted by the holder in whole or in part any time from time to time after the Note is issued to the Holder, by (A) submitting to the Company a Notice of Conversion (by facsimile or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) surrendering this Note at the principal office of the Company.

ii)	Delivery of Common Stock Upon Conversion . Upon receipt by the Company from the Holder of a facsimile transmission (or other reasonable means of communication) of a Notice of Conversion, the Company shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within five (5) business days after such receipt (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note).

3)	Concerning the Shares . The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (" Rule 144 "). Until such time as the shares of Common Stock issuable upon conversion of this Debenture have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Debenture that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: "THE SECURITIES REPRESENTED,BY THIS CERTIFICATE HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT." The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to 'the 'effect that a public sale or transfer of such Common 'Stock may be made without registration under the Act and the shares are so sold or transferred, (ii) such Holder provides the Borrower or its transfer agentmitivreasonableassurances,tivat the Common Stock issuable upon conversion of this Debenture (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case of the Common Stock issuable upon conversion of this Debenture, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. Nothing in this Debenture shall (i) limit the Borrower's obligation under the Registration Rights Agreement or (ii) affect in any way the Holder's obligations to comply with applicable prospectus delivery requirements upon the resale of the securities referred to herein.

4)	Transfers of Note to Comply with the Securities Act of 1933. As Amended. The Holder agrees that the Note may not be sold, transferred, pledged. hypothecated or otherwise disposed of except as follows:

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	(1) to a person who, in the opinion of counsel to the Company, is a person to whom the Note may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act of 1933, as amended, and then only against receipt of any agreement of such person to comply with the provisions of this Section 3 with respect to any resale or other disposition of the Note; or (ii) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act of 1933, as amended, relating to such Note and the offering thereof for such sale or disposition, and thereafter to all successive assignees.

5)	Prepayment, The principal amount of this Note with interest due thereon to the date of prepayment may be prepaid by the Company, in whole or in part, without premium or penalty, at any time.

6)	Events of Default.

a)	This Note shall become and be due and payable upon written demand made by the Holder hereof if one or more of the following events, herein called "events of default", shall happen and be continuing and such default shall not be cured by the Company within 30 days of written notice of such default:

b)	Default in the payment of the principal and interest on this Note when and as the same shall become due and payable, whether by acceleration or otherwise;

c)	Application for, or consent to, the appointment of a receiver, trustee or liquidator of the Company or of its property;

d)	General assignment by the Company for the benefit of creditors;

e)	Filing by the Company of voluntary petition in bankruptcy or a petitiosvor•n an-seeking reorganization or an arrangement with creditors; or

f)	Entering against the Company of a court order approving a petition filed against it under the Federal bankruptcy laws, which order shall not have been vacated or set aside or otherwise terminated within 120 days.

g)	Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Note, if mutilated, the Company shall execute and deliver a new Note of like tenor and date. Any such new Note executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Note so lost, stolen, destroyed or mutilated shall be at anv time enforceable by anyone.

h)	The Common Stock shall cease to be quoted for trading or listed for trading on either the OverThe-Counter Pinksheets Market, Nasdaq OTC Bulletin Board (" OTC "), Nasdaq Capital Market, New York Stock Exchange, American Stock Exchange or the Nasdaq National Market (each, a " Subsequent Market ") and shall not again be quoted or listed for trading thereon within five (5) Trading Days of such delisting;

i)	The Company shall fail for any reason to deliver Common Stock certificates to a Holder prior to the fifth (5 th) Trading Day after a Conversion Date or the Company shall provide notice to the Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversions of this Note in accordance with the terms hereof;

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7) Miscellaneous

a)	The Company may consider and treat the person in whose name this Note shall be registered as the absolute owner thereof for all purposes whatsoever (whether or not this Note shall be overdue) and the Company shall not be affected by any notice to the contrary. The registered owner of this Note shall have the right to transfer it by assignment, subject to the provisions contained herein, and the transferee thereof shall, upon his registration as owner of this Note, become vested with all the powers and rights of the transferor. Registration of any new owner shall take place upon presentation of this Note to the Company at its principal offices. In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of his address, and to submit appropriate evidence regarding the transfer so that this Note may be registered in the name of the transferee. This Note is transferable only on the books of the Company by the Holder hereof, in person or by his attorney, on the surrender hereof, duly endorsed. Communications sent to any registered owner shall be effective as against all holders or transferees of the Note not registered at the time of sending the communication.

b)	Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Note, if mutilated, the Company shall execute and deliver a new Note of like tenor and date. Any such new Note executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Note so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

c)	This Note shall be construed and enforced in accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

	SWAP-A-DEBT, INC.

	/s/ Edward C. DeFeudis
	Name: Title: CEO

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EXHIBIT A

SWAP-A-DEBT, INC.

CONVERSION NOTICE

Reference is made to the Convertible Note (the " Note ") issued to the undersigned by SWAP-A-DEBT, INC. (the " Company "). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock par value $0.001 per share (the " Common Stock ") of the Company, as of the date specified below.

Date of Conversion:			4/18/08
Aggregate Conversion Amount to be converted:			$300,000
Please confirm the following information:
Conversion Price:			$0.125
Number of shares of Common Stock to be issued:			2,400,000
Please issue the Common Stock into which the Note is being converted in the following name and to the following address:
Issue to:	Sarah Catherine Huempfner


Facsimile Number:
Authorization:			Edward C. DeFeudis
By:			/s/ Edward C. DeFeudis
Title:			Chairman
Dated:		4/18/08
Account Number:
(if electronic book entry transfer)
Transaction Code Number:
(if electronic book entry transfer)