exhibit41.htm


    Exhibit
4.1

    


     

    CONVERSION
AGREEMENT

    


    This
Conversion Agreement (this “Agreement”), effective as of October 9, 2009 (the
“Effective Date”) is made by and among CMSF Corp., a California corporation
(“Borrower”), Global Special Opportunities Trust PLC (formerly BFS US Special
Opportunities Trust) (“GSOT”), RENN Global Entrepreneurs Fund, Inc., a Texas
corporation (“RENN III”), Renaissance US Growth Investment Trust PLC, a public
limited company registered in England and Wales (“RUSGIT”) (USSO, Renn III, and
RUSGIT being individually referred to as a “Lender” and collectively as
“Lenders”), and RENN Capital Group, Inc., a Texas corporation
(“Agent”).

     

    Borrower
is indebted to the Lenders in the aggregate principal amount of $2,850,000 under
the terms of the following documents:

     

     The
following debentures (collectively, the “Debentures”)

     

    
      	
              ·  

            	
              6.00%
      Convertible Debenture, dated November 27, 2002, in the original principal
      amount of $1,000,000, payable to
GSOT;

            


    

     

    
      	
              ·  

            	
              6.00%
      Convertible Debenture, dated August 1, 2003, in the original principal
      amount of $750,000 payable to GSOT.

            


    

     

     The
following promissory notes (collectively, the “Notes”)

     

    
      	
              ·  

            	
              Secured
      Subordinated Promissory Note, dated July 19, 2004, in the original
      principal amount of $250,000, payable to Renn
  III;

            


    

     

    
      	
              ·  

            	
              Secured
      Subordinated Promissory Note, dated July 19, 2004, in the original
      principal amount of $250,000, payable to
RUSGIT;

            


    

     

    
      	
              ·  

            	
              Secured
      Subordinated Promissory Note, dated July 19, 2004, in the original
      principal amount of $250,000, payable to
GSOT;

            


    

     

    
      	
              ·  

            	
              Convertible
      Promissory Note, dated February 7, 2007, in the original principal amount
      of $100,000, payable to GSOT;

            


    

     

    
      	
              ·  

            	
              Convertible
      Promissory Note, dated February 7, 2007, in the original principal amount
      of $100,000, payable to RUSGIT; and

            


    

     

    
      	
              ·  

            	
              Convertible
      Promissory Note, dated February 21, 2008, in the original principal amount
      of $50,000, payable to RUSGIT.

            


    

     

    The
parties hereto wish to set forth the terms pursuant to which the Debentures and
the Notes will be converted into shares of Borrower’s Common Stock (the “Common
Shares”)

     

    Accordingly,
the parties hereto agree as follows:

     

    .

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Conversion.  The
Lenders hereby convert, and Borrower consents to the conversion of, the
principal amount of the Debentures and Notes outstanding as of the Effective
Date into Common Shares.  The conversion rate for the Debentures is
$0.507820582 and the conversion rate for the Notes is
$0.01.  Accordingly, upon execution of this Agreement, Borrower will
cause its transfer agent to issue to the applicable Lender an aggregate of
3,446,099 Common Shares with respect to the conversion of the Debentures and an
aggregate of 110,000,000 Common Shares with respect to the conversion of the
Notes, it being understood that Borrower has issued Common Shares with respect
to accrued interest on the Debentures and Notes through June 30, 2009, and will
instruct its transfer agent to issue additional Common Shares on the same basis
with respect to accrued interest through the Effective Date.

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
stated above.

     

    
      	 
      	
              BORROWER:

               

              CMSF
      Corp.

               

            
	 
      	
              By:/s/StevenCrosson                                                    

            
	 
      	
              Stephen
      Crosson

            
	 
      	
              Chief
      Executive Officer and Chief Financial Officer

            
	 
      	 
      
	 
      	
              LENDERS:

               

            
	 
      	
              Global
      Special Opportunities Trust PLC

               

            
	 
      	
              By:/s/Russell
      Cleveland                                                    

            
	 
      	
              Russell
      Cleveland, US Portfolio Manager

            
	 
      	 
      
	 
      	
              RENN
      Global Entrepreneurs Fund, Inc.

               

            
	 
      	
              By:/s/Russell
      Cleveland                                                    

            
	 
      	
              Russell
      Cleveland, President

            
	 
      	 
      
	 
      	
              Renaissance
      US Growth Investment Trust PLC

               

            
	 
      	
              By:/s/Russell Cleveland

            
	 
      	
              Russell
      Cleveland, Director

            
	 
      	 
      
	 
      	
              AGENT:

               

            
	 
      	
              RENN
      Capital Group, Inc.

               

            
	 
      	
              By:/s/Russell
      Cleveland                                                      

            
	 
      	
              Russell
      Cleveland, President