exhibit_promissory.htm


    EXHIBIT
10.2


    Convertible
Promissory Note

     

    
      	FACE
      AMOUNT      	$1,000,000 
	INTEREST RATE
       	0% 
	NOTE
      NUMBER 	ELY001 
	DATE OF
      ISSUANCE 	May 31,
      2008 
	MATURITY
      DATE 	October 31,
      2009 


    

     

    FOR VALUE
RECEIVED, Elysium Internet, Inc./US Biodefense, Inc. a Utah corporation (the
"Company"), hereby promises to pay Smash Clicks, Inc. (the "Holder") by October
31, 2009, (the "Maturity Date"), or earlier, the amount of one million
($1,000,000) U.S. dollars, at such times and on such terms and conditions as are
specified herein (this "Note"). This Note is non-interest bearing. This Note is
issued in connection with that certain Internet Domain Name and Transfer
Agreement dated May 31, 2007, by and between the Company and the
Holder.

    


    Article
1  Method of Payment

    


    Any and
all payments under the Note shall be made by wire transfer to the account
specified by the Holder. Notwithstanding the foregoing, the entire unpaid
principal sum of this Note, shall become immediately due and payable in cash
upon the (i) insolvency of the Company, (ii) the commission of any act of
bankruptcy by the Company, (iii) the execution by the Company of a general
assignment for the benefit of creditors, the filing by or against the Company of
a petition in bankruptcy or any petition for relief under the federal bankruptcy
act or the continuation of such petition without dismissal for a period of 90
days or more, (iv) the appointment of a receiver or trustee to take possession
of the property or assets of the Company or (v) the failure of the Company to
either make the Minimum Cash Payment (as defined below) or issue and deliver the
Minimum Conversion Stock (as defined below) promptly after each Payment
Date.

    


    Article
2  Payment Dates

    


    Beginning
on January 1, 2009 (the “Initial Payment Date”) and on the first day (each a
"Payment Date") of each subsequent three-month period (each a “Payment Period”)
until the note is paid in full, the Company shall either (i) make a minimum
payment of $300,000 in cash to the Holder (the “Minimum Cash Payment”) or (ii)
subject to the Company meeting the Company Liquidity Requirements (as defined
below) shall convert a portion of the Note and issue and deliver common stock of
the Company (“Common Stock”) equal in value to the Conversion Amount as set
forth in Article 3 below (“Conversion Stock”).   On the fourth
Payment Date (the “Final Payment Date”), the Company shall either (i) make a
cash payment equal to the principal balance remaining on the Note or (ii)
convert any remaining principal balance on the Note into Common Stock of the
Company and deliver such stock to the Holder.

    


    The
Company shall only be entitled to deliver Conversion Stock in lieu of a Minimum
Cash Payment if on the Payment Date and the date of delivery of such Conversion
Stock (i) the Company is in compliance with the current public information
requirement of Rule 144(c) entitling the Holder to resell the Conversion Stock
under Rule 144, and (ii) the Common Stock has not been suspended from trading on
the over the counter bulletin board stock market (or an equivalent securities
exchange) (together, the “Company Liquidity Requirements”). The Company
covenants and agrees that neither it nor any other person acting on its behalf
will provide the Holder or its agents or counsel with any information that the
Company believes constitutes material non-public information, unless prior
thereto the Holder shall have executed a written agreement regarding the
confidentiality and use of such information.  The Company understands
and confirms that Holder shall be relying on the foregoing representations in
effecting transactions in securities of the Company.

    


    The
Holder may at its sole option extend the first payment date in
writing.

    


    Notwithstanding
any provision to the contrary in this Note, the Company may pay in full to the
Holder the Face Amount, or any balance remaining thereof, in cash at any time
and from time to time without penalty ("Prepayment"). Prepayments will be
applied to the next payment due on the payment schedule and subsequent payments
afterwards.

    


    Article
3  Conversion

    


    3.01.  Automatic
Conversion.  Beginning on the Initial Payment Date and on each Payment
Date thereafter if the Minimum Cash Payment is not made, a portion of the Note
equal to the Conversion Amount shall automatically be converted into Common
Stock and such stock shall promptly be delivered to Holder as set forth in
Section 3.02 below.

    


    3.02.
Conversion Notice.  On or prior to each Payment Date, Holder shall
deliver to the Company, or its attorney, a facsimile or original of the signed
notice of conversion (the "Notice of Conversion") which sets forth the cash
equivalent amount of the Common Stock to be converted (the "Conversion
Amount").  The Conversion Amount shall not exceed $300,000 unless
approved by the Company. Notwithstanding the above, if no Notice of Conversion
is received by Company on prior to the Payment Date, the Conversion Amount shall
automatically be $300,000 for all Payment Dates other than the Final Payment
Date.  The Conversion Amount for the Final Payment Date shall be the
remaining principal balance on the Note.  The restricted Common Stock
to be issued shall be the Conversion Amount divided by the Conversion Rate as
set forth in Section 3.03 below.

    


    3.03.
Conversion Rate.  The conversion price of the Common Stock (the
"Conversion Rate") shall be 94% of the average closing price of the Common Stock
for the proceeding five (5) trading days of Elysium Internet, Inc./US
Biodefense, Inc. as traded on the over the counter bulletin board stock
market.

    


    3.04.
True-up.  If within ninety  (90) days following a Payment
Date  either (i) the registered broker-dealer, Olympus Securities,
Inc. (Hereafter referred to as “The Broker”) is unable to sell the Conversion
stock or (ii) the net proceeds to Holder from the resale of such Conversion
Stock (the “Resale Amount”) is less than the Conversion Amount for such Payment
Date, within five (5) business days following receipt of notice from the Holder,
the Company shall pay to the Holder an amount in cash equal to the amount by
which the Resale Amount falls short of the Conversion Amount. The Broker shall
have trading authorization over the account enabling it to liquidate all
conversion shares delivered to Holders account without any additional
authorization other than when required by law.

    


    3.05.  All
legal expenses incurred in connection with the issuance of Rule 144 opinions and
the resale of the Conversion Stock shall be paid for by the
Company.  The Company shall use its best efforts to ensure that any
Conversion Stock to be issued in connection with a Payment Date is issued on the
Payment Date or as promptly thereafter as possible.

    


    Article
4  Company Representations

    


    4.01 Organization, Good
Standing and Qualification.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Utah and has all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted.  The
Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure so to qualify would have a material adverse
effect on its business or properties.

     

    4.02 Authorization.  The
Note and the stock issuable upon conversion of the Note have been duly
authorized by the Company. This Note constitutes a valid and legally binding
obligation of the Company, enforceable against the Company in accordance with
its respective terms.

     

    4.03 SEC
Reports; Financial Statements.  To the best of its knowledge, the
Company has filed all material reports required to be filed by it under the
Securities Act and the Exchange Act for the two years preceding (collectively,
the “SEC Reports”) on a timely basis. As of their respective dates, the SEC
Reports complied in all material respects with the requirements of the
Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

     

    Article
5  Notices

    


    Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Note must be in writing and will be deemed to have
been delivered (i) upon receipt, when delivered personally; (ii) upon
transmission, when sent by facsimile (provided a confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the
same at the following address:

    


    If
to the Holder:

    Andrew
Thornhill

    Director

    Smash
Clicks, Inc.

    Suite
205-207 Dowell Bldg

    Cr.
Roebuck & Palmetto Streets

    Bridgetown,
Barbados

    Facsimile:
(888) 762-7423

    


    If
to the Company:

    Scott
Gallagher

    Chief
Executive Officer

    Elysium
Internet, Inc.

    300 State
Street, Suite 226

    Oldsmar,
Florida 34677

    Facsimile:
(215) 689-2748

    


    Article
6  Rules of Construction

    


    In this
Note, unless the context otherwise requires, words in the singular number
include the plural, and in the plural include the singular, and words of the
masculine gender include the feminine and the neuter, and when the tense so
indicates, words of the neuter gender may refer to any gender.  The
numbers and titles of sections contained in the Note are inserted for
convenience of reference only, and they neither form a part of this Note nor are
they to be used in the construction or interpretation hereof.

    


    Article
7  Senior Obligation

    


    The
Company shall cause this Note and all other existing Notes with the Holder to be
senior in right of payment to all other indebtedness of the Company. The Company
represents that  it will not issue any secured indebtedness without
the consent of the Holder.

    


    Article
8  Assignment

    


    This Note
is not assignable unless both parties agree in writing.

    


    Article
9  Governing Law

    


    The
validity, terms, performance and enforcement of this Note shall be governed and
construed by the provisions hereof and in accordance with the laws of
the

    State of
Florida applicable to agreements that are negotiated, executed, delivered and
performed solely in the State of Florida.

    


    Article
10 Litigation

    


    The
parties to this agreement will submit all disputes arising under this agreement
to arbitration in Orlando, Florida before a single arbitrator of the American
Arbitration Association ("AAA"). The arbitrator shall be selected by application
of the rules of the AAA, or by mutual agreement of the parties, except that such
arbitrator shall be an attorney admitted to practice law in the state of
Florida. No party to this agreement will challenge the jurisdiction or venue
provisions as provided in this section.

    


    Article
11  Miscellaneous

    


    This Note
may be executed in counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument. If one or more provisions
of this Note are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith, in order to maintain the
economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have duly executed this Note as of the date
first
written above.

     

     

    
      	The
      Company: 	The
      Holder: 
	 	 
	Elysium Internet,
      Inc./US Biodefense, Inc. 	Smash Clicks,
      Inc. 
	 	 
	 	 
	By: /s/Scott
      Gallagher                                    
      	By: 
      /s/ Andrew
      Thornhill                              
      
	Name: Scott Gallagher 	Name: Andrew Thornhill 
	Title: Chairman
      and Chief 	Title: Director 
	          Executive
      Officer