Exhibit 10.1


    Exhibit
      10.1

    


    THE
      SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED,
      SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO
      A
      REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BEEN DECLARED EFFECTIVE AND
      IS
      CURRENT WITH RESPECT TO SUCH SECURITIES, OR (ii) PURSUANT TO A SPECIFIC
      EXEMPTION FROM REGISTRATION UNDER THE ACT, BUT, THEN, ONLY UPON THERE HAVING
      FIRST BEEN OBTAINED A WRITTEN OPINION OF COUNSEL TO FINDEX.COM, INC., OR OTHER
      COUNSEL REASONABLY ACCEPTABLE TO FINDEX.COM, INC., THAT THE PROPOSED DISPOSITION
      IS IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY
      APPLICABLE “BLUE SKY” OR SIMILAR STATE SECURITIES LAW.

     

    FINDEX.COM,
      INC.

     

    PROMISSORY
      NOTE

    April
      7, 2006

    USD$336,000                                                                                                                                                                                                                                                                                                                                                                 Omaha,
      Nebraska

    


    FOR
      VALUE RECEIVED, Findex.com,
      Inc., a
      Nevada
      corporation, having its principal place of business located at 11204 Davenport
      Street, Suite 100, Omaha, Nebraska 68154 (the “Company”), hereby promises to pay
      to Barron Partners, LP, at 730 Fifth Avenue, 9th Floor, New York New York 10019
      (the “Original Holder”), or registered assigns (each, a “Subsequent Holder”,
      and, together with the Original Holder, a “Holder” or the “Holders”) in
      immediately available funds and subject to the terms hereof, the principal
      sum
      of three hundred and thirty-six thousand U.S. dollars and 00/100
      (USD$336,000.00)(the “Principal Amount”), together with simple interest thereon
      from the date of this promissory note (this “Note”) at the rate of eight percent
      (8%) per annum (calculated on the basis of a 360-day year of 30-day months)
      in
      consecutive monthly payments commencing on May 1, 2006 and continuing thereafter
      until paid in full of (i) ten thousand (USD$10,000) per month for the first
      twelve (12) months, and (ii) twenty thousand (USD$20,000) per month thereafter.
      Any overdue principal shall bear interest at the rate of fifteen percent (15%)
      per annum and shall be payable on demand. 

    


    1. Registered
      Owner.
      The
      Company may consider and treat the person or entity in whose name this Note
      shall be registered as the absolute owner hereof for all purposes whatsoever
      (whether or not this Note shall be overdue) and the Company shall not be
      effected by any notice to the contrary. The registered owner of this Note shall
      have the right to transfer it by assignment and the transferee thereof, upon
      its
      registration as owner of this Note, shall 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 place of business
      together with an assignment of this Note, duly authenticated. In the case of
      transfers by operation of law, the transferee shall notify the Company of such
      transfer and of its address, and shall 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, in person
      or by attorney, upon the surrender hereof, duly endorsed. Communications sent
      to
      any registered owner shall be effective as against all holders or transferees
      of
      this Note not registered at the time of sending the communication. 

     

    2. Investment
      Intent.
      The
      Holder, by its acceptance of this Note and notwithstanding any lack of signature
      hereto on its part, hereby represents and warrants (i) that this Note is being
      acquired by the Holder for its own account, for investment purposes, and not
      with a view to any distribution thereof, and (ii) that it will not sell, assign,
      mortgage, pledge, hypothecate, transfer or otherwise dispose of this Note unless
      a registration statement under the Act with respect thereto is in effect and
      the
      prospectus included therein meets the requirements of Section 10 of the Act,
      or
      (ii) the Company has received a written opinion of its counsel, or counsel
      reasonably satisfactory to it, that, after an investigation of the relevant
      facts, such counsel is of the opinion that such proposed sale, assignment,
      mortgage, pledge, hypothecation, transfer or disposition does not require
      registration under the Act or applicable “blue sky” or state securities
      laws.

    


    3. Events
      of Default and Remedies.
      

    


    3.1 An
“Event
      of Default” shall be deemed to have occured if:

    


    (i) The
      Company defaults in any payment due under this Note, when and as the same shall
      become due and payable whether at maturity thereof, or by acceleration or
      otherwise, which default shall continue uncured for a period of ten (10) days
      from the date thereof; or

    


    (ii) The
      Company shall file or consent by answer or otherwise to the entry of an order
      for relief or approving a petition for relief, reorganization or arrangement
      or
      any other petition in bankruptcy for liquidation or to take advantage of any
      bankruptcy or insolvency law of any jurisdiction, or shall make an assignment
      for the benefit of its creditors, or shall consent to the appointment of a
      custodian, receiver, trustee or other officer with similar powers of itself
      or
      of any substantial part of its property, or shall be adjudicated a bankrupt
      or
      insolvent, or shall take corporate action for the purpose of any of the
      foregoing, or if a court or governmental authority of competent jurisdiction
      shall enter an order appointing a custodian, receiver, trustee or other officer
      with similar powers with respect to the Company or any substantial part of
      its
      property or an order for relief or approving a petition for relief or
      reorganization or any other petition in bankruptcy or for liquidation or to
      take
      advantage of any bankruptcy or insolvency law, or an order for the dissolution,
      winding up or liquidation of the Company, or if any such petition shall be
      filed
      against the Company and such petition shall not be dismissed within sixty (60)
      days.

    


    3.2 Remedies. In
      case
      an Event of Default (other than an Event of Default resulting from the Company’s
      failure to pay the Principal Amount of, or any interest upon, this Note, when
      the same shall be due and payable in accordance with the terms hereof [after
      giving affect to applicable “cure” provisions herein] and an Event of Default
      resulting from bankruptcy, insolvency or reorganization) shall occur and be
      continuing, the Holder may declare by notice in writing to the Company all
      unpaid principal and accrued interest on the Note then outstanding to be due
      and
      payable immediately. In case an Event of Default resulting from the Company’s
      non--payment of principal or interest upon this Note shall occur, the Holder
      may
      declare all unpaid principal and accrued interest on this Note to be due and
      payable immediately. In case an Event of Default resulting from bankruptcy,
      insolvency or reorganization shall occur, all unpaid principal and accrued
      interest on the Note shall be due and payable immediately without any
      declaration or other act on the part of the Holder. Any such acceleration may
      be
      annulled and past defaults (except, unless theretofore cured, a default in
      payment of principal or interest on the Note) may be waived by the
      Holder.

    


    4. Costs
      of Collection.
      Should
      the indebtedness represented by this Note or any part thereof be collected
      in
      any proceeding, or this Note be placed in the hands of attorneys for collection
      following any Event of Default, the Company agrees to pay as an additional
      obligation under this Note, in addition to the principal and interest due and
      payable hereunder, all costs of collecting this Note, including reasonable
      attorneys’ fees.

    


    5. Waiver
      and Amendments.
      This
      Note may be amended, modified, superseded, canceled, renewed or extended, and
      the terms hereof may be waived only by a written instrument signed by the
      Company and the Holder. No delay on the part of any party in exercising any
      right, power or privilege hereunder shall operate as a waiver hereof, nor shall
      any waiver on the part of any party of any right, power or privilege hereunder
      preclude any other or further exercise hereof or the exercise of any other
      right, power or privilege hereunder. The rights and remedies provided herein
      are
      cumulative and are not exclusive of any rights or remedies which any party
      may
      otherwise have at law or in equity.

    


    6. Loss,
      Theft, Destruction or Mutilation of Note. Upon
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Note, and of indemnity or
      security reasonably satisfactory to the Company, and upon reimbursement to
      the
      Company of all reasonable expenses incidental thereto, and upon surrender and
      cancellation of this Note, if mutilated, the Company will make and deliver
      a new
      note, of like tenor, in lieu of this Note. Any note made and delivered in
      accordance with the provisions of this Section 6 shall be dated as of the date
      hereof.

    


    7. Restrictions
      on Transfer.
      This
      Note may not be sold, assigned, mortgaged, pledged, hypothecated, transferred
      or
      otherwise disposed of except as follows: 

    


    (i) to
      a
      person or entity who, in the opinion of counsel to the Company, is a person
      or
      entity to whom this Note may legally be transferred without registration and
      without the delivery of a current prospectus under the Act with respect thereto,
      and then only against receipt of an agreement of such person to comply with
      the
      provisions hereof with respect to any resale or other disposition of such
      securities; or 

    


    (ii) to
      any
      person upon delivery of a prospectus then meeting the requirements of the Act
      relating to such securities and the offering thereof for such sale or
      disposition, and thereafter to all successive assignees.

    


    8. Notices.
      Any
      notice, demand or request relating to any matter set forth herein shall be
      in
      writing and shall be deemed effective when hand delivered or when mailed,
      postage pre-paid by registered or certified mail, return receipt requested,
      or
      by FedEx or UPS overnight courier, or when sent by telefax transmission to
      either the Company at its address stated above, or to the Holder at its address
      stated above , or such other address as either party shall have notified the
      other in writing in accordance herewith. 

    


    9. Applicable
      Law.
      This
      Note is issued under and shall for all purposes be governed by and construed
      in
      accordance with the laws of the State of Nebraska, without regard to conflict
      of
      laws.

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf
      in
      its corporate name, by its duly authorized officer, all as of the date first
      above written.

    


      
        	
                 

              	
                FINDEX.COM,
                  INC. 

              	 
	 	 	
                By:
                  /s/ Steven Malone

              
	 	 	
                Steven
                  Malone

              
	 	 	
                President
                  & Chief Executive
                  Officer