zealous_8k-ex1007.htm


    EXHIBIT
      10.7


    CONVERTIBLE
      PROMISSORY NOTE


     August
      __, 2007

    


    
      	 	
              New
                York, New York 

            


    

    
FOR
      VALUE RECEIVED, the undersigned, Zealous Trading Group, Inc., a
      Nevada corporation ("Maker"), promises to pay to ______("Payee") at ______,
      or
      at such other place as Payee may from time to time designate by written notice
      to Maker, in lawful money of the United States of America, the aggregate sum
      of  _________ ($__________).   Maker further agrees as
      follows:

    


    Section
      1.   Interest
      Rate and Fees.

    


     Interest
      shall accrue at a rate of 10% per annum based on a 365 day year.

    


    Section
      2.   Payments.

    


     2.1  Accrued
      interest shall be
      paid __________ (the “Maturity Date”).

    


     2.2  On
      or before August 31,
      2008 all outstanding amounts owing under this Note, including unpaid interest
      and principal, shall be paid; provided, however, that at any time after November
      30, 2007 all of the interest and principal of this Note shall be payable to
      the
      Payee 10 days after receipt by Maker of a written demand for payment by
      Payee.  At the option of the Maker, interest on this Note may be paid
      in shares of the common stock, par value $.001 per share (“Common Stock”), of
      the Maker, at a price per share as determined by: (a) if the Common Stock is
      then listed or quoted on a Trading Market (as defined below), the daily volume
      weighted average price of the Common Stock for the ten (10) trading days prior
      to the date that interest is due (or the nearest preceding date) on the Trading
      Market on which the Common Stock is then listed or quoted as reported by
      Bloomberg L.P. (based on a Trading Day from 9:30 a.m. New York City time to
      4:02
      p.m. New York City time); (b)  if the OTC Bulletin Board is not a
      Trading Market, the volume weighted average price of the Common Stock for the
      ten (10) trading days prior to such date (or the nearest preceding date) on
      the
      OTC Bulletin Board; (c) if the Common Stock is not then listed or quoted on
      the
      OTC Bulletin Board and if prices for the Common Stock are then reported in
      the
“Pink
      Sheets” published by Pink Sheets, LLC (or a similar organization or agency
      succeeding to its functions of reporting prices), the average bid price per
      share of the Common Stock so reported for the twenty (20) trading days prior
      to
      such date; or (d) in all other cases, the fair market value of a share of Common
      Stock as determined by an independent appraiser selected in good faith by the
      Purchaser and reasonably acceptable to the Maker, the fees and expenses of
      which
      shall be paid by the Maker.  “Trading Market” means the following
      markets or exchanges on which the Common Stock is listed or quoted for trading
      on the date in question: the American Stock Exchange, the Nasdaq Capital Market,
      the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
      Exchange or the OTC Bulletin Board.

    


     2.3  Maker
      shall have the
      right to prepay this Note in full or in part at any time, without premium or
      penalty.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
      3.   Conversion.

    


     Upon
      the request of the Holder, at any time prior August 31, 2008, this Note may
      be
      converted, in whole but not in part, into that number of fully-paid and
      nonassessable shares of Common Stock equal to (a) the amount of the then
      outstanding principal and accrued interest under this Note, divided by (b)
      the
      Conversion Price (as defined below).  The “Conversion Price” shall be
      the greater of $.02.  Notwithstanding any provision to the contrary in
      this Note, this Note may not be converted until an amendment to the Articles
      of
      Incorporation of the Company increasing the authorized shares of the Makers’s
      Common Stock to 1,500,000,000 shares is approved by a majority of the Makers’s
      shareholders (the “Authorized Share Amendment”) and is filed with the Secretary
      of State of the State of Nevada and becomes effective (the “Amendment Effective
      Date”).. The Maker agrees to use its reasonable commercial efforts to file a
      Schedule 14 C with the Securities Exchange Commission with respect to the
      Authorized Share Amendment by no later than February 15, 2008.

    


    Section
      4.   Mechanics of
      Conversion.

    


     Before
      the Holder shall be entitled to convert this Note into Common Stock, the Holder
      shall surrender this Note, duly endorsed, at the office of the Maker, and shall
      give written notice to the Maker at its principal corporate office of the
      election to convert and shall state therein the name or names in which the
      certificate or certificates for the Common Stock, are to be issued. The
      Maker
      shall, promptly thereafter, issue and deliver to such person at the address
      specified by the Holder, a certificate or certificates for the Common Stock
      to
      which the Holder is entitled.  Such conversion shall be deemed to have
      been made immediately prior to the close of business on the date of such
      surrender of this Note (the “Conversion Date”), and the persons entitled to
      receive the Common Stock issuable upon such conversion shall be treated for
      all
      purposes as the record holder or holders as of such date.  No
      fractional shares shall be issued upon conversion of this Note and the number
      of
      shares of Common Stock to be issued shall be rounded up to the nearest whole
      share.

    


    Section
      5.   Default.

    


     It
      shall be an event of default ("Event of Default"), and the entire unpaid
      principal of this Note, together with accrued interest, shall become immediately
      due and payable, at the election of Payee, upon the occurrence of any of the
      following events:

    


     5.1  any
      failure on the part
      of Maker to make any payment when due, whether by acceleration or otherwise,
      and
      the continuation of such failure for a period of ten (10) days after written
      notice thereof from Payee;

     

     5.2  Maker
      shall commence (or
      take any action for the purpose of commencing) any proceeding under any
      bankruptcy, reorganization, arrangement, readjustment of debt, moratorium or
      similar law or statute;

     

     5.3  a
      proceeding shall be
      commenced against Maker under any bankruptcy, reorganization, arrangement,
      readjustment of debt, moratorium or similar law or statute and relief is ordered
      against it, or the proceeding is controverted but is not dismissed within sixty
      (60) days after the commencement thereof;

     

    
      
        
        

      

      
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     5.4  Maker
      consents to or
      suffers the appointment of a guardian, receiver, trustee or custodian to any
      substantial part of its assets that is not vacated within thirty (30)
      days;

     

     5.5  the
      dissolution,
      termination of existence, or insolvency of Maker; or

     

     5.6  Maker
      consents to or
      suffers an attachment, garnishment, execution or other legal process against
      any
      of his assets that is not released within thirty (30) days.

     

    Section
      6.   Default Rate.

     

     In
      the event Maker shall fail to make any payment on account of interest,
      principal, charges, or premiums within 10 days after the date the same shall
      become due and payable, Maker shall pay to Payee interest on any overdue
      payment of principal, interest, charges and premiums at the rate of five percent
      (5%) per annum above the rate otherwise payable under the terms of this Note
      (the "Default Rate"), from the date the same shall become
      due and payable until the date paid.

    


    Section
      7.   Waivers.

    


     Maker
      waives demand, presentment, protest, notice of protest, notice of dishonor,
      and
      all other notices or demands of any kind or nature with respect to this
      Note.

    


    Section
      8.          
Securities Act of
      1933.  

     

     Upon
      conversion of this Note, the persons entitled to receive the shares of Common
      Stock may be required to execute and deliver to the Maker an instrument, in
      form
      satisfactory to the Maker, representing that such person is an accredited
      investor as defined in Rule 501(a) of the Securities Act of 1933, as amended
      (the "Act") and the shares of Common Stock are being acquired for
      investment, and not with a view to distribution, within the meaning of the
      Act.

    


    Section
      9.   Shareholder
      Status.  

     

     Nothing
      contained in this Note shall be construed as conferring upon the Holder the
      right to vote or to receive dividends or to consent or to receive notice as
      a
      shareholder in respect of any meeting of shareholders for the election of
      directors of the Maker or of any other matter, or any rights whatsoever as
      a
      shareholder of the Maker prior to conversion hereof.

    


    Section
      10.         Miscellaneous.

    


     10.1  This
      Note may be altered
      only by prior written agreement signed by the party against whom enforcement
      of
      any waiver, change, modification, or discharge is sought.  This Note
      may not be modified by an oral agreement, even if supported by new
      consideration.

     

     10.2  The
      covenants, terms and
      conditions contained in this Note apply to and bind the heirs, successors,
      executors, administrators and assigns of the parties.

     

     10.3  This
      Note constitutes a
      final written expression of all the terms of the agreement between the parties
      regarding the subject matter hereof, are a complete and exclusive statement
      of
      those terms, and supersedes all prior and contemporaneous agreements,
      understandings, and representations between the parties.  If any
      provision or any word, term, clause, or other part of any provision of this
      Note
      shall be invalid for any reason, the same shall be ineffective, but the
      remainder of this Note shall not be affected and shall remain in full force
      and
      effect.

     

    
      
        
        

      

      
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     10.4  This
      Note shall be
      governed by the laws of New York, without giving effect to principals of
      conflicts of laws.

     

     10.5  All
      notices, requests,
      demands and other communications required or permitted hereunder or by law
      shall
      be in writing and given to the parties at the addresses listed below (or to
      such
      other address as shall at any time be designated by any party in writing to
      the
      other parties):  (a) by certified U.S. mail, return receipt requested,
      postage prepaid; (b) by recognized overnight courier service (e.g., Federal
      Express); or (c) by hand-delivery:

    


     To
      Maker :

     

    Zealous
      Trading Group, Inc.

    1800
      Century Park East, Suite 200

    Los
      Angeles, CA  90067

    Att:
      Chief Executive Officer

    


     To
      Payee:                                   

    


     All
      such notices shall be deemed effective  (a) three days after being
      deposited in the United States mail, first class, postage prepaid, or (b) one
      day after being delivered to a reputable overnight delivery
      service.

    


    [Signature
      Page Follows]

    


    
      
        
        

      

      
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    IN
      WITNESS
      WHEREOF, Maker has executed this Note effective as of the date
      first set forth above.

    


    
      	 	
              ZEALOUS
                TRADING GROUP, INC.,

              a
                Nevada Corporation 

            
	 	
               

               

            
	 	By:___________________________________          
               
	 	     
              Name: Milton C. Ault, III
	 	     
              Title: Chief Executive Officer 


    

     

     

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