EXHIBIT 4.4


	
  

 	
  

 
	
  

 	
 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
 NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE
 SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
 EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION
 OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS
 NOT REQUIRED 

 






	
  

 	
  

 
	
 Principal
 Amount: $__________

 	
 Issue Date:
 March ___, 2007 

 



CONVERTIBLE NOTE


          FOR
VALUE RECEIVED, Visual Management Systems Holding, Inc., a New Jersey
corporation (hereinafter called “Borrower”), hereby promises to pay to
________________________________________________________________, _____________________________________________________________________
(the “Holder”) with an address at __________________________or order, without
demand, the sum of ______________________________________ Dollars
($__________), with simple interest accruing thereon, on September ____, 2007
(the “Maturity Date”), if not paid sooner.


          This
Note has been entered into pursuant to the terms of a subscription agreement
between the Borrower and the Holder, dated of even date herewith (the
“Subscription Agreement”), and shall be governed by the terms of such
Subscription Agreement. Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this Note: 


ARTICLE I


GENERAL PROVISIONS


          1.1
Maturity. Principal and accrued interest under this Note shall become
due and payable on the Maturity Date. Borrower may prepay this note upon not
less than thirty (30) days prior written notice to the Holder; provided,
however, that Holder shall have the right to exercise the conversion rights set
forth in Article II during such notice period. 


          1.2
Conversion Privileges. The conversion rights set forth in Article II
shall remain in full force and effect immediately from the date hereof and
until the Note is paid in full regardless of the occurrence of an Event of
Default. The Note shall be payable in full on the Maturity Date, unless
previously converted into Common Stock in accordance with Article II hereof;
provided, that if an Event of Default has occurred that has not been timely
cured, the Holder may extend the Maturity Date an amount of time equal to the
duration of the Event of Default. 


          1.3
Interest Rate. Simple interest payable on this Note shall accrue at the
annual rate of eight percent (8%) and be payable at the request of the Holder
upon or after each conversion of principal pursuant to Article II, and on the
Maturity Date, accelerated or otherwise, when the principal and remaining accrued
but unpaid interest shall be due and payable, or sooner as described below. 


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ARTICLE II


CONVERSION RIGHTS


          The
Holder shall have the right to convert the principal due under this Note into
Shares of the Borrower’s Common Stock (“Common Stock”) as set forth below. 


                    2.1.
Conversion into the Borrower’s Common Stock.


                    (a)
 The Holder shall have the right from
and after the issuance of this Note and then at any time until this Note is
fully paid, to convert any outstanding and unpaid principal portion of this
Note, at the election of the Holder (the date of giving of such notice of
conversion being a “Conversion Date”) into fully paid and nonassessable shares
of Common Stock as such stock exists on the date of issuance of this Note, or
any shares of capital stock of Borrower into which such Common Stock shall
hereafter be changed or reclassified, at the conversion price as defined in
Section 2.1(b) hereof (the “Conversion Price”), determined as provided herein.
Upon delivery to the Borrower of a completed Notice of Conversion, a form of
which is annexed hereto, Borrower shall issue and deliver to the Holder within
three (3) business days after the Conversion Date (such third day being the
“Delivery Date”) that number of shares of Common Stock for the portion of the
Note converted in accordance with the foregoing. The number of shares of Common
Stock to be issued upon each conversion of this Note shall be determined by
dividing that portion of the principal of the Note to be converted, by the
Conversion Price. 


                    (b)
 Subject to adjustment as provided in
Section 2.1(c) hereof, the Conversion Price per share shall be $0.625 per
share. 


                    (c)
The Conversion Price and number and kind
of shares or other securities to be issued upon conversion determined pursuant
to Section 2.1(a), shall be subject to adjustment from time to time upon the
happening of certain events while this conversion right remains outstanding, as
follows: 


                              A.
   Merger, Sale of Assets, etc.
If the Borrower at any time shall consolidate with or merge into or sell or
convey all or substantially all its assets to any other corporation, this Note,
as to the unpaid principal portion thereof, shall thereafter be deemed to
evidence the right to acquire upon conversion such number and kind of shares or
other securities and property as would have been issuable or distributable on
account of such consolidation, merger, sale or conveyance, upon or with respect
to the securities subject to the conversion or purchase right immediately prior
to such consolidation, merger, sale or conveyance. The foregoing provision
shall similarly apply to successive transactions of a similar nature by any
such successor or purchaser. Without limiting the generality of the foregoing,
the anti-dilution provisions of this Section shall apply to such securities of
such successor or purchaser after any such consolidation, merger, sale or
conveyance. 


                              B.
   Reclassification, etc. If the
Borrower at any time shall, by reclassification or otherwise, change the Common
Stock into the same or a different number of securities of any class or classes
that may be issued or outstanding, this Note, as to the unpaid principal
portion thereof, shall thereafter be deemed to evidence the right to acquire
upon conversion an adjusted number of such securities and kind of securities as
would have been issuable as the result of such change with respect to the Common
Stock immediately prior to such reclassification or other change. 


                              C.
   Stock Splits, Combinations
and Dividends. If the shares of Common Stock are subdivided or combined into a
greater or smaller number of shares of Common Stock, or if a dividend is paid
on the Common Stock in shares of Common Stock, the Conversion Price shall be
proportionately reduced in case of subdivision of shares or stock dividend or
proportionately increased in the case of combination of shares, in each such
case by the ratio which the total number of shares of


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Common Stock
outstanding immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.


                              D.
   Share Issuance. For such
portion of the Note which remains outstanding and not converted, if the
Borrower shall issue or agree to issue any shares of Common Stock for a
consideration less than the Conversion Price in effect at the time of such
issue, then, and thereafter successively upon each such issue, the Conversion
Price shall be reduced to such other lower issue price. For purposes of this
adjustment, the issuance of any security carrying the right to convert such
security into shares of Common Stock or of any warrant, right or option to
purchase Common Stock shall result in an adjustment to the Conversion Price
upon the issuance of the above-described security and again upon the issuance
of shares of Common Stock upon exercise of such conversion or purchase rights
if such issuance is at a price lower than the then applicable Conversion Price.
The reduction of the Conversion Price described in this paragraph is in
addition to other rights of the Holder described in this Note and the
Subscription Agreement. No adjustments shall be made under this Paragraph D as
a result of (i) the issuance or exercise of the Warrants or the warrants issued
to the Placement Agent pursuant to the Subscription Agreement or (ii) issuances
of Common Stock or any warrant, right, option or other security issued in any
acquisition, merger or strategic alliance, or upon the exercise or conversion
of any such warrant, right, option or other security. 


                    (d)
 Whenever the Conversion Price is
adjusted pursuant to Section 2.1(c) above, the Borrower shall promptly mail to
the Holder a notice setting forth the Conversion Price after such adjustment
and setting forth a statement of the facts requiring such adjustment. 


                    (e)
 Borrower will reserve from its authorized
and unissued Common Stock the number of shares of Common Stock during the time
periods and in the amounts described in the Subscription Agreement. Borrower
represents that upon issuance, such shares will be duly and validly issued,
fully paid and non-assessable. Borrower agrees that its issuance of this Note
shall constitute full authority to its officers, agents, and transfer agents
who are charged with the duty of executing and issuing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon
the conversion of this Note. 


                    2.2
 Method of Conversion. This
Note may be converted by the Holder in whole or in part as described in Section
2.1(a) hereof and the Subscription Agreement. Upon partial conversion of this
Note, a new Note containing the same date and provisions of this Note shall, at
the request of the Holder, be issued by the Borrower to the Holder for the
principal balance of this Note and interest which shall not have been converted
or paid. 


ARTICLE III


EVENT OF DEFAULT


                    The
occurrence of any of the following events of default (“Event of Default”)
shall, at the option of the Holder hereof, make all sums of principal and
interest then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable, upon demand, without presentment, or grace period,
all of which hereby are expressly waived, except as set forth below: 


                    3.1
 Failure to Pay Principal or
Interest. The Borrower fails to pay any installment of principal, interest
or other sum due under this Note when due and such failure continues for a
period of ten


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(10) business
days after the due date. The ten (10) day period described in this Section 3.1
is the same ten (10) business day period described in Section 1.1 hereof. 


                    3.2
Breach of Covenant. The Borrower breaches any material covenant or other
material term or condition of the Subscription Agreement or this Note in any
material respect and such breach, if subject to cure, continues for a period of
ten (10) business days after written notice to the Borrower from the Holder. 


                    3.3
 Breach of Representations and
Warranties. Any material representation or warranty of the Borrower made
herein, in the Subscription Agreement, or in any agreement, statement or
certificate given in writing pursuant hereto or in connection therewith shall
be false or misleading in any material respect as of the date made and the date
of the issuance of this Note. 


                    3.4
 Receiver or Trustee. The
Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial
part of its property or business; or such a receiver or trustee shall otherwise
be appointed without the consent of the Borrower is not dismissed within sixty
(60) days of appointment. 


                    3.5
 Judgments. Any money
judgment, writ or similar final process or non-appealable order of final
judgment shall be entered or filed against Borrower or any of its property or
other assets for more than $150,000, and shall remain unpaid, unvacated,
unbonded or unstayed for a period of forty-five (45) days. 


                    3.6
 Bankruptcy. Bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or against
the Borrower and if instituted against Borrower are not dismissed within
forty-five (45) days of initiation. 


                    3.8
 Non-Payment. A default by the
Borrower, occurring following the date of issuance of this Note, under any one
or more obligations in an aggregate monetary amount in excess of $200,000 for
more than forty (40) days after the due date, unless the Borrower is contesting
the validity of such obligation in good faith, or except for obligations where
the Borrower and creditor have agreed to alternative payment terms. 



                    3.9 Failure to Deliver Common Stock or
Replacement Note. Borrower’s failure to timely deliver Common Stock to the
Holder pursuant to and in the form required by this Note, or, if required, a
replacement Note for ten business days beyond the required delivery date or any
stated cure period, whichever is later.  


                    3.11
Non-Registration Event. A breach by the Borrower of the provisions of
Section 8 of the Subscription Agreement, which remains uncured for a period of
twenty days. 


                    3.12
Reservation Default. Failure by the Borrower to have reserved for
issuance upon conversion of the Note the amount of Common Stock as set forth in
this Note. 


                    3.13
Cross Default. A default by the Borrower of a material term, covenant,
warranty or undertaking of any other agreement to which the Borrower and Holder
are parties, or the occurrence of a material event of default under any such
other agreement which is not cured after any required notice and/or cure
period. 




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ARTICLE IV


MISCELLANEOUS


                    4.1
 Failure or Indulgence Not Waiver.
No failure or delay on the part of Holder hereof in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing hereunder are cumulative to, and not exclusive of,
any rights or remedies otherwise available. 


                    4.2
 Notices. All notices,
demands, requests, consents, approvals, and other communications required or
permitted hereunder shall be in writing and, unless otherwise specified herein,
shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by
reputable air courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:
(i) if to the Borrower to: Visual Management Systems Holding, Inc., 1000
Industrial Way North, Suite C, Toms River, NJ 08755, Telecopy: (732) 281-1365,
Attn: Jason Gonzalez (ii) if to the Holder, to the name, address and telecopy
number set forth on the front page of this Note. 


                    4.3
 Amendment Provision. The term
“Note” and all reference thereto, as used throughout this instrument, shall
mean this instrument as originally executed, or if later amended or
supplemented, then as so amended or supplemented. 


                    4.4
 Assignability. This Note
shall be binding upon the Borrower and its successors and assigns, and shall
inure to the benefit of the Holder and its successors and assigns. 


                    4.5
 Cost of Collection. If
default is made in the payment of this Note, Borrower shall pay the Holder
hereof reasonable costs of collection, including reasonable attorneys’ fees. 


                    4.6
 Governing Law. This Note
shall be governed by and construed in accordance with the laws of the State of
Florida. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the civil
or state courts of Florida or in the federal courts located in Broward County
Florida. Both parties and the individual signing this Agreement on behalf of
the Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. 


                    4.7
 Maximum Payments. Nothing
contained herein shall be deemed to establish or require the payment of a rate
of interest or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or other
charges hereunder exceed the maximum permitted by such law, any payments in
excess of such maximum shall be credited against amounts owed by the Borrower
to the Holder and thus refunded to the Borrower. 


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                    4.8
 Shareholder Status. The
Holder shall not have rights as a shareholder of the Borrower with respect to
unconverted portions of this Note. However, the Holder will have all the rights
of a shareholder of the Borrower with respect to the shares of Common Stock to
be received by Holder after delivery by the Holder of a Conversion Notice to
the Borrower. 


          IN WITNESS WHEREOF, Borrower has caused
this Note to be signed in its name by an authorized officer as of the ____ day
of March, 2007. 


	
  

 	
  

 	
  

 
	
  

 	
 VISUAL
 MANAGEMENT SYSTEMS HOLDING, INC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 


 
	
  

 	
  

 	
      Name:

 
	
  

 	
  

 	
      Title:

 



WITNESS: 


______________________________________


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NOTICE OF CONVERSION 


(To be
executed by the Registered Holder in order to convert the Note) 


          The
undersigned hereby elects to convert $_________ of the principal and $_________
of the interest due on the Note issued by _______________on March __, 2007 into
Shares of Common Stock of _________________ (the “Borrower”) according to the
conditions set forth in such Note, as of the date written below. 


	
  

 
	
 Date of
 Conversion:_____________________________________________________________________________________

 
	
  

 
	
 Conversion
 Price:_______________________________________________________________________________________

 
	
  

 
	
 Shares To Be
 Delivered:__________________________________________________________________________________

 
	
  

 
	
 Signature:_______________________________________________________________________________________________

 
	
  

 
	
 Print
 Name:___________________________________________________________________________________________

 
	
  

 
	
 Address:________________________________________________________________________________________________

 
	
  

 
	
                _______________________________________________________________________________________________

 



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