ex10_1.htm


     

    
      EXHBIT
10.1

      


      
        CONVERTIBLE
PROMISSORY NOTE

        


        $26,000.00                                                                                                                                                                                                      
JUNE 3, 2005

        


        For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, ePromo.com, a Nevada Corporation, (“Maker”) hereby promises to pay
to the order of Eugene F. Koppenhaver, (“Holder”) or to his assigns at Las
Vegas, Nevada, or at such other place as Holder shall designate the sum of
twenty six thousand dollars, ($26,000.00) together with interest at the rate of
eight percent (8%) per annum until paid.  All outstanding principal
and interest shall be due upon the demand of the holder’s (“Maturity
Date”).

        


        Interest
shall be computed on the basis of a 365-day year or 366-day year as applicable
and actual days lapsed.  Maker shall have the privilege of repaying
the principal under this Note in whole or in part, without penalty or premium at
any time.  All payments hereunder which is not paid when due for any
reason shall be cumulated and accrue interest at the rate
hereunder.

        


        The
holder of this note may, at its option, convert all or any portion of the
accrued interest and unpaid principal balance of this Note at half the current
bid of $0.003 or some other price determined by the Board of Directors as
reasonable.

        


        In order
to exercise this conversion option, the Holder shall deliver to Maker at its
offices written notice of its intention to convert, which notice shall set forth
the amount of this Note to be converted (“Notice of Conversion”).  If
Holder converts the entire accrued interest and unpaid principal balance of this
Note then outstanding, Holder shall also surrender this Note at the offices of
Maker.  If only a partial conversion by Holder occurs, then together
with the Notice of Conversion Holder shall surrender this Note at the offices of
the Maker in exchange for a new Note providing for the payment of Maturity Date
of all remaining principal and accrued interest due and owing subsequent to the
conversion.  Within ten (10) business days of Maker’s receipt of the
Notice of Conversion, the Maker shall deliver or cause to be delivered to the
Holder new shares of common stock issued in the name of the
Holder.  The Maker shall at all times take any and all additional
actions as are necessary to maintain the required authority to issue shares in
satisfaction of its obligations to Holder hereunder, in event the Payee
exercises its rights under this Option.

        


        Eugene
F.  Kopenhaver or his assigns in behalf of ePromo.com at the date of
this note in order to maintain the Corporation will spend up to fifty thousand
dollars ($50,000)

        


        All
parties to this Note hereby waive presentment, dishonor notice of dishonor and
protest.  All parties hereto consent to, and Holder is hereby
expressly authorized to make, without notice, ay and all renewals, extensions,
modifications or waivers of the time for or the terms of payment of any sum or
sums due hereunder, or under any documents or instruments relating to or
securing this Note, or of the performance of any covenants, conditions or
agreements hereof or thereof or the taking or release of collateral securing
this Note.  Any such action taken by Holder shall not discharge the
liability of any party to this Note.

        


        This Note
shall be governed by and construed in accordance with the laws of the state of
Nevada without regard to conflict of law principles.  Maker shall also
pay Holder any and all costs of collection incurred in connection with this
Note, including court costs and reasonable attorney’s fees.

        


        


        


        


        /s/ Eugene F.
Koppenhaver                                                                           

        ePromo.com

        Sole
president, Officer and Director