Exhibit 10.1


    Exhibit
      10.1

    


    NEITHER
      THE SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE NOR THE COMMON
      STOCK ISSUABLE UPON CONVERSION HEREOF HAVE 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 BECOME 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 THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO
      THE
      COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE
      PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR STATE
      SECURITIES LAW.

    


    FINDEX.COM,
      INC.

     

    CONVERTIBLE
      SECURED PROMISSORY NOTE

     

    July
      20, 2006

    USD$150,000                                                                                                                         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, NE 68154 (the “Company”), hereby promises to pay to
      the order of W. Sam Chandoha, an
      individual, having
      his principal place of business located at
      333
      East 79th
      Street,
      Penthouse North, New York, NY 10021 (the “Holder”) on or before September 20,
      2006, and in immediately available funds and subject to the terms hereof, the
      principal sum of one hundred and fifty thousand dollars and 00/100
      (USD$150,000.00), together with all accrued interest on the outstanding
      principal balance calculated from the date of this Convertible Secured
      Promissory Note (this “Note”) at the rate of ten percent (10%) per thirty-day
      period. Any overdue principal and interest shall bear interest at the same
      interest rate and shall be payable upon demand. 

    


    1. Security
      Agreement.
      This
      Note is secured by a certain security agreement dated contemporaneously herewith
      by and between the Company and the Holder. 

    


    2. Conversion
      Right.
      

    


    2.1 Grant
      of Right.
      Subject
      to the terms hereof, and for so long as any amounts remain unpaid hereunder,
      the
      Holder shall have the right, in its exclusive discretion, to convert all or
      any
      portion of such amount, together with any accrued interest thereon, into
      restricted shares of the common stock, par value $0.001 per share, of the
      Company (the “Common Stock”) at a conversion price per share (the “Conversion
      Price”) equal to $0.07 per share (“Note Stock”). 

    


    2.2 Exercise
      Procedure.
      The
      foregoing conversion privilege may be exercised by the Holder only by delivery
      and surrender of this Note to the Company at its then principal place of
      business together with the Note Conversion Form annexed hereto as Exhibit A
      duly
      executed (“Notice of Exercise”). Subject to the terms hereof, upon Notice of
      Exercise, the Holder shall be deemed to be the holder of record of the Note
      Stock, notwithstanding that the stock transfer books of the Company shall then
      be closed or that certificates representing such Note Stock shall not then
      have
      actually been delivered to the Holder. 

    


    2.3 No
      Fractional Shares.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares upon any conversion hereof, nor shall it be required to issue scrip
      or
      pay cash in lieu of fractional interests, it being the intent of the Company
      and
      the Holder that all fractional interests shall be eliminated.

    


    2.4 Re-Issuance
      of Note Upon Partial Exercise.
      If this
      Note shall be converted in part only, the Company shall, upon surrender of
      this
      Note for cancellation, execute and deliver a new note to Holder containing
      the
      same terms and other provisons as this Note but in an amount equal to the
      unconverted balance, which amount shall be repaid by the Company in accordance
      with the terms of such new note (including a continuing right of conversion).
      

    


    2.5 Limitation
      on Rights of the Holder.
      The
      Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
      of the Company prior to any conversion hereof, either at law or in equity,
      and
      the rights of the Holder are limited to those expressed in this
      Note.

    


    3. Lawful
      Intent.
      It is
      the intent of the Company that the rate of interest payable under this Note
      shall be lawful; therefore, if for any reason the interest or other charges
      payable under this Note are found by a court of competent jurisdiction, in
      a
      final determination, to exceed the limit which may be lawfully charged, then
      the
      obligation to pay interest and other charges shall automatically be reduced
      to
      such limit and, if any amount in excess of such limit shall have been paid,
      then
      such amount shall be refunded to the Company.

    


    4. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Holder (which representations
      and
      warranties shall be deemed to be repeated by the Company on each day on which
      any amounts remain outstanding hereunder) that:

     

                (a) Corporate
      Organization & Standing.
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the state of Nevada.

     

                (b) Power,
      Due Authorization, Execution and Delivery.
      The
      Company has full corporate power and authority to (i) carry on its present
      business as currently conducted, (ii) own its properties and assets, (iii)
      execute and deliver this Note, (iv) borrow and repay with interest the loan
      evidenced hereby, (v) issue the Note Stock upon any conversion, and (vi) perform
      all of its obligations hereunder. The Company has taken all requisite corporate
      and other action to authorize the execution, delivery and performance of this
      Note and the transactions contemplated hereby. This Note has been duly executed
      and delivered by the Company.

     

                (c) Valid
      Issuance of Common Stock.
      Any Note
      Stock, when issued and delivered in accordance with the terms hereof, will
      be
      validly issued, fully paid and nonassessable and, based in part upon the
      representations of Holder in this Agreement, will be issued in compliance with
      all applicable U.S. federal and state securities laws. The Note Stock will
      be
      issued free of any preemptive rights.

     

                (d) Binding
      Obligations; No Violation.
      This
      Note constitutes a legal, valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, subject to
      applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
      affecting creditors’ rights generally and subject, as to enforceability, to
      equitable principles of general application (regardless of whether enforcement
      is sought in a proceeding in equity or at law). The execution, delivery and
      performance of this Note and the payment of all amounts due hereunder by the
      Company and the consummation of the transactions contemplated hereby do not
      and
      will not (i) violate any provision of its certificate of incorporation or
      bylaws, (ii) conflict with or result in the breach of any material provision
      of,
      or give rise to a default under, any agreement with respect to indebtedness
      or
      of any other material agreement to which the Company is a party or by which
      it
      or any of its properties or assets are bound, (iii) conflict with any law,
      statute, rule or regulation or any order, judgment or ruling of any court or
      other agency of government to which it is subject or any of its properties
      or
      assets may be bound or affected, in each case except where such conflict would
      not have a material adverse effect on the Company, or (iv) result in the
      creation or imposition of any lien, charge, mortgage, encumbrance or other
      security interest or any segregation of assets or revenues or other preferential
      arrangement (whether or not constituting a security interest) with respect
      to
      any present or future assets, revenues or rights to the receipt of income of
      the
      Company.

     

                (e) Proceedings.
      Except
      as disclosed in the Company’s annual SEC Form 10-KSB filing for the year ending
      December 31, 2005, and subsequent SEC Form 10-QSB filings, there are no legal
      actions, suits, arbitration proceedings, official investigations or other
      proceedings pending or, to the knowledge of the Company, threatened against
      the
      Company that if adversely determined would materially affect the financial
      condition of the Company or the validity or enforceability of, or the Company’s
      ability to perform, this Note or the transactions contemplated
      hereby.

     

                (f) Consents
      and Approvals.
      All
      governmental and other consents, authorizations, approvals, licenses and orders
      that are required to have been obtained by the Company with respect to this
      Note
      or the transactions contemplated hereby have been obtained and are in full
      force
      and effect and all conditions of any such consents, authorizations, approvals,
      licenses and orders have been complied with.

     

                (g) Reporting
      Company.
      The
      Company is subject to the reporting requirements of the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”), has a class of securities registered
      under Section 12 of the Exchange Act, and has filed all reports required by
      the
      Exchange Act since the date the Company first became subject to such reporting
      obligations. The Common Stock is duly listed or approved for quotation on the
      OTC Bulletin Board. The Company is not in violation of the listing requirements
      of the OTC Bulletin Board and does not reasonably anticipate that the Common
      Stock will be delisted by the OTC Bulletin Board for the foreseeable future.
      The
      Company has not furnished to the Holder any material nonpublic information
      concerning the Company.

     

                (h) Other
      Obligations.
      The
      Company is not in default under any agreement relating to, or instrument
      evidencing, indebtedness or any other material agreement to which it is a party
      or by which it or its assets are bound.

    


    5.  Covenants
      of the Company.
      In
      addition to the other undertakings herein contained, the Company hereby
      covenants to the Holder that, so long as any amount payable hereunder is
      outstanding, the Company shall perform the following obligations:

     

                (a) Independent
      Auditors.
      The
      Company shall maintain as its independent auditors a PCAOB-registered accounting
      firm.

     

                (b) Good
      Standing and Taxes.
      The
      Company shall maintain its corporate existence in good standing and shall pay
      and discharge in a timely manner in order to avoid material penalties all
      material taxes and governmental charges upon it or against any of its properties
      or assets, except to the extent that the Company shall be contesting in good
      faith its obligation to pay such taxes or charges. The Company shall make timely
      filings of all material tax returns and governmental reports required to be
      filed or submitted under any applicable laws. 

     

                (c)
Change
      in Corporate Entity.
      The
      Company shall not, at any time after the date hereof, enter into any merger,
      consolidation or corporate reorganization of the Company with or into, or
      transfer all or substantially all of the assets of the Company to, another
      entity unless the resulting successor or acquiring entity in such transaction
      (the “Surviving Entity”), (i) has Common Stock listed for trading on Nasdaq or
      on a national stock exchange and is a Reporting Issuer (defined as a company
      which files periodic reports under the Exchange Act), and (ii) assumes
      by written instrument the Company’s obligations with respect to this Note,
      including but not limited to the obligations to deliver to the Holder any Note
      Stock upon conversion, making appropriate proportional adjustments to the number
      of shares issuable hereunder to accurately reflect the exchange represented
      by
      the transaction. 

     

                (d) Asset
      Transfers.
      The
      Company shall not (i) transfer, sell, convey or otherwise dispose of any of
      its
      material assets to any subsidiary except for a cash or cash equivalent
      consideration and for a proper business purpose or (ii) transfer, sell, convey
      or otherwise dispose of any of its material assets to any Affiliate, as defined
      below, during the Term of this Agreement. For purposes hereof, “Affiliate” shall
      mean any officer of the Company, director of the Company or owner of five
      percent (5%) or more of the Common Stock or any other class of equity securities
      of the Company (including convertible securities).

     

                (e) Exchange
      Act Filings.
      The
      Company shall timely file all reports required under the Exchange Act and
      fulfill all requirements for maintenance of the listing of its Common Stock
      on
      the OTC Bulletin Board.

     

                (f) Consents
      and Approval.
      The
      Company shall maintain in full force and effect and comply with all consents,
      authorizations, approvals, licenses and orders of any governmental or other
      authority that are required to be obtained by it with respect to this Note
      or
      the transactions contemplated herein and shall use all reasonable efforts to
      obtain any such consents, authorizations, approvals, licenses and orders that
      may become necessary in the future.

     

                (g) Maintenance
      and Continuity of Business.
      The
      Company shall conduct its business in material compliance with all applicable
      laws and shall maintain adequate licenses and authorization to conduct its
      business.

     

                (h) Margin
      Regulations.
      None of
      the proceeds of the indebtedness evidenced hereby have been or will be used
      for
      any purpose that would violate Regulations G, T, U or X of the Board of
      Governors of the Federal Reserve System as in effect from time to time (known
      collectively as the “Margin Regulations”).

    


    6. Understanding
      of Risks; Investment Intent.
      The
      Holder, by its acceptance of this Note, hereby represents and warrants (i)
      that
      it has read and fully understands the contents of the Company’s annual report on
      Form 10-KSB for the period ending December 31, 2005 and any subsequent SEC
      Form
      10-QSB filings, including the risk factors identified therein, (ii) that this
      Note is being acquired, and any Note Stock will be 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 any of the Note Stock 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
      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.

    


    7. Events
      of Default and Remedies.
      

    


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

     

                (a) Payment
      of Note.
      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; 

     

                (b) Performance
      of Covenants, Conditions or Agreements.
      The
      Company fails in any material respect to comply with any of the covenants,
      conditions or agreements set forth in this Note and such default shall continue
      uncured for a period of ten (10) days after receipt of written notice to the
      Company from the Holder stating the specific default or defaults;
      or

     

                (c) Bankruptcy,
      Insolvency, etc.
      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.

    


    7.2 Remedies. If
      an
      Event of Default shall occur and be continuing (other than one resulting from
      bankruptcy, insolvency or reorganization), and after giving affect to applicable
      “cure” provisions herein, 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
      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.

    


    8. 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.

    


    9. 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.

    


    10. 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 replacement Note issued and
      delivered in accordance with the provisions of this Section 10 shall be dated
      as
      of the date hereof.

    


    11. Restrictions
      on Transfer.

    


    11.1 Transfer
      to Comply with the Securities Act of 1933.
      This
      Note and any Note Stock may not be sold, assigned, mortgaged, pledged,
      hypothecated, transferred or otherwise disposed of except: (i) to a person
      or
      entity who, in the opinion of counsel to the Company, is a person or entity
      to
      whom this Note or the Note Stock 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.

    


    11.2 Legend.
      Upon
      conversion of this Note and the issuance of any of the Note Stock thereunder,
      all certificates representing shares shall bear on the face thereof
      substantially the following legend:

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE 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 BECOME EFFECTIVE AND IS CURRENT
      WITH RESPECT TO SUCH SECURITIES, OR (ii) PURSUANT TO AN EXEMPTION FROM
      REGISTRATION UNDER THE ACT, BUT, THEN, ONLY UPON THERE HAVING FIRST BEEN
      OBTAINED A WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL
      REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS
      CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE
      “BLUE SKY” OR SIMILAR STATE SECURITIES LAW.

    


    12.  Limitation
      on Recourse.
      No
      recourse shall be had for the payment of the principal of, or interest or other
      fees in connection with, this Note against any officer, director or agent of
      the
      Company, past, present or future, all such liability of the officers, directors
      and agents having been waived, released and surrendered by the Holder hereof
      by
      its acceptance of this Note. 

    


    13. Integration.
      This
      Note constitutes the rights and obligations of the Holder and the Company.
      No
      provision of this Note may be modified except by an instrument in writing signed
      by the party against whom the enforcement of any such modification is
      sought.

     

    14. Notice.
      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 overnight courier, or when sent by telefax transmission to either the Company
      at its address stated on the initial page hereof, or to the Holder at its
      address stated on the initial page hereof , or such other address as either
      party shall have notified the other in writing as aforesaid. 

    


    15. 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 New York, 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
	 	Name:
                Steven Malone
	 	Title:
                President and Chief Executive
                Officer 


      

    

    


    ACCEPTED
      & AGREED:

    


    
 

    /s/
      W. Sam Chandoha

    
      
        

      

    

    W.
      Sam
      Chandoha