DiaSys Corporation - Exhibit 10.24




EXHIBIT 10.24 



CONVERTIBLE PROMISSORY NOTE





	 $50,000	
      8/27/2003

    




FOR VALUE RECEIVED, the undersigned, DIASYS CORPORATION ("Maker") hereby promises
to pay to the order of Howard Bloom ("Payee") on demand, but no later than June
1, 2023, at the address set forth below or at such other place as may be designated
in writing by Payee, or its successors or assigns, in lawful money of the United
States of America and in immediately available funds, the principal sum of Fifty
Thousand and No/100 Dollars ($50,000), with interest thereon at the rate of eight
percent (8%) per annum from the date hereon. 




	1. 	Repayment. Repayment of
      principal and accrued interest on this Convertible Promissory Note ("Note")
      prior to demand shall be in such amount and at such times in the sole discretion
      of Maker. Payments hereunder shall be applied first to accrued and unpaid
      interest and then to the unpaid principal balance of this Note. 
		 
	2. 	Payment of Interest. Interest
      payable on this Note shall be calculated on the basis of one year of three
      hundred sixty five (365) days for the number of days elapsed from the date
      hereon except to the extent included in the "Amount" as set forth in paragraph
      3, below. 
		 
	3. 	Conversion. At any time,
      Payee may elect ("Election") to have the outstanding principal amount under
      this Note plus such amount of any accrued but unpaid interest thereon ("Amount")
      converted into that number of shares of Common Stock of Maker having a conversion
      rate of $0.40 per share ("Conversion Option"). At any time prior to full
      payment of this Note, Payee may make an Election by providing written notice
      to Maker ("Election Notice"). The Election Notice shall (i) specify the
      Amount for which Payee desires to make the Election for the Conversion Option
      and (ii) be accompanied by this Note. Upon consummation of the conversion,
      Maker shall cause to be issued and delivered to Payee the requisite number
      of shares of Common Stock of Maker. If the Amount for which an Election
      is made represents a portion of the principal and interest then due and
      owing under this Note, upon consummation of the conversion, Maker shall
      deliver to Payee a replacement Convertible Promissory Note (in form and
      substance similar to this Note) for amount of principal and interest which
      remains owed to Payee as of the date of the Election. If the Amount for
      which an Election is made represents the total principal and interest then
      due and owing under this Note, upon consummation of the conversion, this
      Note shall be deemed cancelled and paid in full, and the Common Stock issued
      shall be deemed fully paid and non assessable. 
		 
	4. 	Conversion Privilege. The
      Conversion Privilege set forth in Paragraph 4 shall remain in full force
      and effect immediately from the date hereof and until the Note is paid in
      full. 
		 
	5. 	Prepayment. Maker shall
      have the right to prepay this Note without penalty or premium at any time,
      including by means of Payee's cancellation of all or a portion of amounts
      owed by Maker pursuant to this Note. 


 








 


	6. 	Events of Default and Remedies.
      Anyone or more of the following events shall be an "Event of Default"
      under this Note: 





	 	(a) 	failure of Maker to make any payment
      of principal or interest under this Note as and when the same becomes due
      and payable in accordance with the terms hereof, which failure is not cured
      within ten (10) business days after notice thereof to Maker; 
	 	 	 
	 	(b)	 maker applies for, consents to
      or acquiesces in the appointment of, a trustee, receiver or other custodian
      for itself or a substantial part of its property; or makes an assignment
      for the benefit of creditors; or in the absence of such application, consent
      or acquiescence, a trustee, receiver or other custodian is appointed for
      Maker or for a substantial part of its property, and the continuance of
      such decree or order remains in effect for a period of ninety (90) consecutive
      days; or 
	 	 	 
	 	(c) 	relief is sought by Maker by legal
      action pursuant to any insolvency or bankruptcy law; or any dissolution
      or liquidation proceeding is commenced in respect to Maker; or Maker takes
      any action to authorize, or in furtherance of, any of the foregoing. 
	 	 	 


 
		In case anyone or more Event of
      Default hereunder shall happen and be continuing for a period of ten (10)
      days following the mailing or personal delivery by Payee to Maker of written
      notice specifying that an Event of Default. has occurred: (i) the entire
      unpaid principal balance hereof and all accrued and unpaid interest thereon
      shall, at the option of the Payee, immediately become due and payable; and
      (ii) Payee may proceed to protect and enforce Payee's rights either by suit
      in common law or by action at law, or both, whether for the specific performance
      of any covenant, condition, or agreement contained in this Note, or in the
      aid of the exercise of any power granted in this Note to enforce any other
      legal or equitable right of Payee. 
	 	 
	7. 	Voting Rights. Payee shall
      not, solely by virtue of ownership of this Note, be entitled to any rights
      whatsoever, of a stockholder of Maker, including but not limited to voting
      rights. 
		 
	8. 	Purchase for Investment.
      Payee has advised Maker that if Payee acquires Common Stock of Maker on
      account of a conversion as provided in paragraph 3, Payee is acquiring such
      other securities for investment and not with a view to, or for sale in connection
      with, the distribution of any such other securities. 
		 
	9. 	Restricted Securities.
      Payee understands and acknowledges that any shares of Common Stock of Maker
      received by Payee upon an Election will be characterized as "restricted
      securities" under the federal securities laws inasmuch as they are being
      acquired from Maker in transactions not involving a public offering and
      that under such laws and applicable regulations such securities may be resold
      without registration under the Securities Act of 1933 (the "Act"), only
      in certain limited circumstances. Payee represents that he is familiar with
      Rule 144 of the Act, as presently in effect, and 













		understands the resale limitations
      imposed thereby and by the Act. Payee understands the certificates evidencing
      the Common Stock may bear one or all of the following legends: 
		 
		THE SECURITIES EVIDENCED BY THIS
      CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "1933 ACT"), OR THE LAWS OF ANY ST ATE OR OTHER JURISDICTION
      AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE
      IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT IN THE VARIOUS
      STATES OR OTHER JURISDICTIONS OR AN EXEMPTION FROM REGISTRATION EXISTS OR
      THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IN
      ITS SOLE DISCRETION STATING THAT THE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION
      IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
      THE 1933 ACT AND THE LAWS OF THE VARIOUS STATES AND OTHER JURISDICTIONS.
      
		 
	10. 	Transfer. Payee covenants
      that this Note has been acquired for investment. The Note cannot be sold
      or otherwise transferred by Payee or any other person, including a pledgee,
      in the absence of a registration of the Note under the Securities Act of
      1933, as amended, or an opinion of counsel satisfactory of Maker that an
      exemption from registration is then available. No transfer of the Note shall
      be effective unless Maker is notified of such transfer, and unless such
      transfer is registered on the records of Maker. The Note is not a negotiable
      instrument and any transferee is not a holder in due course within the meaning
      of the Illinois Uniform Commercial Code, and shall be subject to any and
      all defenses that would be assertable against any transferor. 
		 
	11.	 Notices. All notices or
      other communications hereunder to either party shall be in writing and,
      if mailed, shall be deemed to be given on the third business day after the
      date when deposited in the United States mail, by registered or certified
      mail, postage prepaid, addressed as follows:




	 	(a) 	If to Maker: 	DIASYS CORPORATION 
	 	 	 	81 West Main St., Fifth Floor 
	 	 	 	Waterbury, Connecticut 06702
	 	 	 	 
	 	(b)	If to Payee: 	 Howard Bloom 
	 	 	 	 


	12. 	Presentment; Demand; Dishonor.
      Maker hereby waives presentment for payment, demand, notice of non-payment,
      notice of dishonor, protest of any dishonor, notice of protest and protest
      of this Note. 
		 
	13. 	Waiver. No delay or omission
      on the part of Payee in exercising any rights or remedies contained herein
      shall operate as a waiver of such right or remedy or of any other right
      or remedy, and no singular or partial exercise of any right or remedy shall
      preclude any other further exercise thereof, or the exercise of any other
      right or remedy. A waiver of any right or remedy on anyone occasion shall
      not be construed as a bar or waiver of any right or remedy on future occasions,
      and no delay, omission, waiver or partial exercise shall be deemed to establish
      a custom or course of dealing or performance between the parties hereto.
      






















	14. 	Severability. In the event
      that any provision of this Note is deemed to be invalid by reason of the
      operation of any law, this Note shall be construed as not containing such
      provision and the invalidity of such provision shall not affect the validity
      of any other provisions hereof, and any other provisions hereof which otherwise
      are lawful and valid shall remain in full force and effect. 
		 
	15. 	Binding Effect. This Note
      shall be binding upon and inure to the benefit of and be enforceable by
      the respective successors and assigns of Payee and Maker. 
		 
	16. 	Amendment. This Note may
      not be changed of amended orally, but only by an instrument in writing signed
      by the party against whom enforcement of the change or amendment is sought.
      
	 	 
	17. 	Governing Law. This Note
      shall be governed and controlled by the laws of the State of Illinois as
      to interpretation, enforcement, validity, construction, effect, choice of
      law and in all other respects. The parties hereto consent to the state or
      federal courts located in Illinois as the sole and exclusive forum for resolution
      of disputes hereunder. 
	 	 


                       IN
WITNESS WHEREOF, Maker has caused this Note to be executed as of the day and year
first written above. 




	 	DIAYSYS CORPORATION 
	 	 
	 	 
	 	S/MORRIS SILVERMAN 
	 	By: Morris Silverman 
	 	Its: Chairman