Exhibit
4.1


 


THIS PROMISSORY NOTE AND THE
SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES.  THIS PROMISSORY NOTE AND THE SHARES ISSUABLE
UPON CONVERSION HEREOF MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO REGULATION S UNDER
THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.


 


 


CONVERTIBLE
PROMISSORY NOTE


 


 


	
  $                  .00

  	
   

  	
  Dallas, Texas

  	
   

  	
                       ,
  2003

  



 


 


FOR
VALUE RECEIVED, the undersigned, Ocean Resources, Inc., a Delaware corporation (“Borrower”),
promises to pay to the order of
                    
(“Lender”), the sum of
                     
Dollars
($                     00),
with interest from the date of advancement on the unpaid balance hereof from
time to time remaining unpaid at a rate of 5% per annum, compounded annually
until maturity, in (i) lawful money of the United States of America or (ii)
equity securities of the Borrower as provided herein, both principal and
interest being payable at the address designated in numbered paragraph 12 below
or at such other place as Lender may, from time to time, designate in writing.


 


The
principal of this Note shall mature and be due and payable on December 31,
2005.  All accrued and unpaid interest
shall be payable at the maturity of the principal of this Note.


 


All
past due principal and accrued interest on this Note shall bear interest from
maturity until paid at the lesser of (i) the rate of 10% per annum or (ii) the
highest rate for which Borrower may legally contract under applicable law.  All payments on past due principal and
accrued interest hereunder shall be payable in lawful money of the United
States of America which shall be legal tender for public and private debts at
the time of payments.


 


This
Note evidences indebtedness incurred by Borrower for interim financing provided
to Borrower.


 


1.                                       Conversion Option. 
All or any portion of the unpaid principal of this Note, plus accrued
interest hereon, shall be convertible, at the option of Lender or Borrower,
into shares of Series A Redeemable Preferred Stock, $0.001 par
value, issued by Borrower (the “Preferred
Stock”), at a price of $1.00 per share (minimum 25,000 shares).  At
the time of any such conversion of the aggregate of the principal amount and
accrued interest, or a portion thereof, the rights of the Lender with respect
to such portion of the aggregate of the principal amount and accrued interest
so converted shall cease and the Lender shall be deemed to have become the
record holder of the Series A Redeemable Preferred Stock issuable upon such
conversion.  The


 

















 


Borrower covenants with the Lender
that it will at all times reserve and keep available out of its authorized
Series A Redeemable Preferred Stock and solely for the purpose of conversion as
provided herein, and conditionally allot to the Lender, such number of shares
of Series A Redeemable Preferred Stock as shall then be issuable upon the
conversion of this Note.  The Borrower
covenants with the Lender that all shares of Series A Redeemable Preferred
Stock which shall be so issuable shall be duly and validly issued as fully-paid
and non-assessable.


 


2.                                       Prepayments. 
This Note may be prepaid by Borrower in whole or in part without the
consent of the holder and without prepayment penalty of any kind; provided,
that upon and as a condition to any such prepayment, Borrower shall execute and
deliver to the holder an agreement, in form and substance satisfactory to the
holder, entitling the holder to purchase Preferred Stock in an amount up to the
principal amount of this Note prepaid upon the terms and conditions described
in numbered paragraph 1 above.


 


3.                                       Default; Remedies. 
The entire unpaid balance of this Note shall be immediately due and
payable at the option of the holder hereof upon the occurrence of an Event of Default.  For the purposes of this Agreement, an Event
of Default shall have occurred if (i) the Company shall have failed to perform
any covenant or other obligation hereunder, (ii) the Company shall commence a
voluntary case or other proceeding seeking liquidation or reorganization with
respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment
for the benefit of creditors; or (iii) an involuntary case or other proceeding
shall be commenced against the Company seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency
or other similar now or hereafter in effect or seeking the appointment of a
trustee, liquidator, receiver, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 consecutive days.


 


4.                                       No Waiver; Cumulative Rights. 
No delay on the part of the holder of this Note in the exercise of any
power or right under this Note shall operate as a waiver thereof, nor shall a
single or partial exercise of any power or right preclude other or further
exercise thereof or the exercise of any other power or right.


 


5.                                       Waiver. 
Borrower waives demand, presentment, protest, notice of dishonor, notice
of nonpayment, notice of intention to accelerate, notice of acceleration,
notice of protest and any and all lack of diligence or delay in collection or
the filing of suit hereon which may occur, and agrees to all extensions and
partial payments, before or after maturity, without prejudice to the holder
hereof.


 


6.                                       Collection Costs. 
In the event that, upon an Event of Default, any amount under this Note
is collected in whole or in part through suit, arbitration or mediation, then
and in any such case there shall be added to the unpaid principal balance
hereof all costs of collection, (including, but not limited to, reasonable
attorneys’ fees and expenses) whether or not suit is filed.


 


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7.                                       Governing Law. 
This Note shall be governed by and construed in accordance with the laws
of the State of Texas.


 


8.                                       Headings. 
The headings of the sections of this Note are inserted for convenience
of reference only and shall not be deemed to constitute a part hereof.


 


9.                                       Usury. 
All agreements between Borrower and the holder of this Note, whether now
existing or hereafter arising and whether written or oral, are expressly
limited so that in no contingency or event whatsoever, whether by acceleration
of the maturity of this Note or otherwise, shall the amount paid, or agreed to
be paid, to the holder hereof for the use, forbearance or detention of the
money to be loaned hereunder or otherwise, exceed the maximum amount
permissible under applicable law.  If
from any circumstances whatsoever fulfillment of any provision of this Note, at
the time performance of such provision shall be due, shall involve transcending
the limit of validity prescribed by law, then ipso facto, the obligation
to be fulfilled shall be reduced to the limit of such validity, and if from any
such circumstances the holder of this Note shall ever receive anything of value
as interest or deemed interest by applicable law under this Note or otherwise
in an amount that would exceed the highest lawful rate, such amount that would
be excessive interest shall be applied to the reduction of the principal amount
owing under this Note, and not to the payment of interest, or if such excessive
interest exceeds the unpaid balance of principal of this Note, such excess
shall be refunded to Borrower.  In
determining whether or not the interest paid or payable with respect to any
indebtedness of Borrower to the holder hereof, under any specific contingency,
exceeds the highest lawful rate, Borrower and the holder hereof shall, to the
maximum extent permitted by applicable law, (i) characterize any nonprincipal
payment as an expense, fee or premium rather than as interest, (ii) amortize,
prorate, allocate and spread the total amount of interest throughout the full
term of such indebtedness so that the actual rate of interest on account of
such indebtedness is uniform throughout the term thereof, and/or (iii) allocate
interest between portions of such indebtedness, to the end that no such portion
shall bear interest at a rate greater than that permitted by law.  The terms and provisions of this paragraph
shall control and supersede every other conflicting provision of all agreements
between Borrower and the holder hereof.


 


10.                                 Successors and Assigns. 
All of the stipulations, promises and agreements in this Note made by or
on behalf of Borrower shall bind the successors and assigns of Borrower,
whether so expressed or not, and inure to the benefit of the successors and
assigns of Borrower and Lender.  Any
assignee of Borrower or Lender shall agree in writing prior to the effectiveness
of such assignment to be bound by the provisions hereof.


 


11.                                 Severability. 
In the event any one or more of the provisions contained in this Note
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision hereof, and this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


12.                                 Notices. 
All notices and other communications hereunder shall be in writing or by
telex, telegram or telecopy, and shall be deemed to have been duly made when
delivered in person or sent by telex, telegram, telecopy, same day or overnight
courier, or 72 hours after having been deposited in the United States first
class or registered or certified mail return receipt


 


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requested, postage prepaid, to a
party at the address set forth below (which may be changed in accordance with
these notice procedures):


 


If to Lender:


 


Name:                                 


Address:
                             


                                            


                                            


Fax
number:                        


 


 


If to Borrower:


 


Ocean Resources, Inc.


2705 Canton Street


Dallas, Texas, U.S.A. 75226


Fax (469) 227.7955


Attention:  Dennis McLaughlin


 


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IN WITNESS WHEREOF, the undersigned has executed this
Convertible Promissory Note on and as of the date first set forth above.


 


 


	
   

  	
  OCEAN
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


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