Unassociated Document


     

    
      Exhibit
10.51

      


      DOT
VN, INC.

      100%
CONVERTIBLE PROMISSORY NOTE

      


      


      
        	
                $1,510,489.41

              	
                SAN
      DIEGO, CALIFORNIA

              	
                NOVEMBER
      17, 2009

              


      

      


      


      DOT VN, INC., a Delaware
corporation (the “Maker” or “Company”), hereby promises to pay to the
order of LEE JOHNSON,
(the “Holder”), an individual or his assigns the sum of One Million Five Hundred
Ten Thousand, Four Hundred Eighty-Nine Dollars and Forty-One Cents ($1,510,489.41), with interest
at the rate of eight (8%) per annum accruing from the date of this 100%
Convertible Note  (“Note”) until paid in full.  All
outstanding principal and accrued and unpaid interest shall become due June 30, 2010 (the “Due
Date”).

      


      All
payments due and owing under this Note shall be subject to the terms and
conditions set forth herein.

      


      
        	
                1.  

              	
                Agreement.

              


      

      


      The Note
is issued in connection with certain Executive Employment Agreements between
Company and Holder, which are hereby incorporated by reference, in satisfaction
of accrued salary and interest accrued from January 31, 2003 through April 17,
2009 and replaces (i) that certain 100% Convertible Promissory Note dated April
20, 2009 and due December 31, 2009, as extended, ($3,020,978.91 with accrued
interest on November 17, 2009) which is deemed extinguished (the “Extinguished
Note”) less (ii) amount ($1,510,489.50) converted into shares of the Company’s
common stock in accordance with the terms of the Extinguished Note.

      


      
        	
                2.  

              	
                Register.

              


      

      


      The
Company shall keep at its principal office a register in which the Company shall
provide for the registration of the Holder of the Note or for the registration
of a transfer of the Note to a different Holder.

      


      
        	
                3.  

              	
                Loss Theft,
      Destruction or Mutilation of the
Note.

              


      

      


      Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of the Note and, in the case of any such loss, theft
or destruction, upon receipt of an indemnity bond in such reasonable amount as
the Company may determine (or if such Note is held by the original Holder, of an
unsecured indemnity agreement reasonably satisfactory to the Company) or, in the
case of any such mutilation, upon surrender and cancellation of such Note, the
Company will make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Note, a new Note of like tenor and unpaid principal amount and dated
as of the date to which interest has been paid on the Note so lost, stolen,
destroyed or mutilated.

      


      
        	
                4.  

              	
                Registered
      Holder.

              


      

      


      The
Company may deem and treat the person in whose name any Note is registered as
the absolute owner and Holder of such Note for the purpose of receiving payment
of the principal of and interest on such Note and for the purpose of any
notices, waivers or consents thereunder, whether or not such Note shall be
overdue, and the Company shall not be affected by notice to the
contrary.  Payments with respect to any Note shall be made only to the
registered Holder thereof.

       

      
        
          
          

        

        
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                5.  

              	
                Surrender of the
      Note.

              


      

      


      The
Company may, as a condition of payment of all or any of the principal of, and
interest on, the Note, or its conversion, require Holder to present the Note for
notation of such payment and, if the Note be paid in full or converted, in
wholly or in part, at the election of Holder as herein provided, require the
surrender hereof.

      


      
        	
                6.  

              	
                Conversion.

              


      

      


      At any
time prior to or at the Due Date, at the option of the Holder, all principal and
accrued interest due on this Note (the “Convertible Amount”), or any portion
thereof, may be converted at $0.30 per share of common stock (the “Conversion
Price”).  The Conversion Price shall be adjusted downward in the event
the Company issues common stock (or securities exercisable for or convertible
into or exchangeable for common stock) at a price below the Conversion Price
times Ninety percent (90%), to a price equal to such issue price times One
hundred Ten percent (110%).  The preceding adjustments shall be
effective immediately at the time of the issuance of any security (or of any
reduction in effective price of any security) on or before the Due
Date.  In addition, the Conversion Price shall be appropriately
adjusted in the case of stock splits, stock dividends, recapitalizations and the
like.  If, on or prior to the Due Date, Holder has not
elected  to convert this Note, all outstanding principal and accrued
and unpaid interest shall become due and payable.

      


      
        	
                7.  

              	
                Mechanics of
      Conversion.

              


      

      


      Upon the
Company’s receipt of written notice of Holder’s election to convert the Note,
the principal amount of this Note plus any accrued interest shall be deemed
converted, or such amount as Holder elects to convert, into such number of
shares of the Company’s Common Stock as determined pursuant to Section 6, and no
further payments shall thereafter accrue or be owing under the
Note.  Holder shall return this Note to the Company at the address set
forth below, or such other place as the Company may require in
writing.  Within ten (10) days after receipt of this Note and the
Holder’s election to convert, the Company shall cause to be issued in the name
of and delivered to Holder at the address set forth above, or to such other
address as to which Holder shall have notified the Company in writing, a
certificate evidencing the securities to which Holder is entitled and, if less
than a 100% election to convert, a new 100% Convertible Promissory Note for the
Note plus accrued interest, at the time of the conversion, less the amount the
Holder elected to convert.  No fractional securities will be issued
upon conversion of the Note.  If on conversion of the Note a fraction
of a security results, the Company shall round up the total number of securities
to be issued to Holder to the nearest whole number.

      


      
        	
                8.  

              	
                Notices.

              


      

      


      Any
notice required or desired to be given under this Agreement shall be in writing
and shall be deemed given when personally delivered, one business day after
deposit with a reputable overnight courier service for next business day
delivery, or three days after being sent by certified or registered mail postage
prepaid to the addresses set forth below, or such other address as to which one
party may have notified the other in such manner.

      


      
        	
                If
      to Holder:

              	
                At
      the address shown on the Company’s records

              
	 
      	 
      
	
                If
      to the Company:

              	
                Dot
      VN, Inc.

              
	 
      	
                9449
      Balboa Ave., Suite 114

              
	 
      	
                San
      Diego, CA 92123

              


      

       

      
        
          
          

        

        
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                9.  

              	
                Default.

              


      

      


      Upon an
Event of Default (as defined in the Agreement) that is not cured within any
applicable cure period set forth in the Agreement, and at the option of Holder,
or Holder’s successors or assigns, Holder may (i) accelerate all amounts due and
owing under this Note and demand payment immediately and/or (ii) declare the
right to exercise any and all remedies available to Holder under applicable
law.

      


      
        	
                10.  

              	
                Miscellaneous.

              


      

      


      (a)           Interest
hereunder shall be calculated and accrued monthly based on eight percent (8%)
per annum calculated using a 360-day year composed of twelve 30-day months,
payable in full, unless otherwise converted to common stock in the Company, at
maturity or conversion.

      


      (b)           The
Company agrees that all Conversion Shares at the time of issuance will be fully
paid and non-assessable.  Maker shall pay upon demand any and all
expenses, including reasonable attorney fees, incurred or paid by Holder of this
Note without suit or action in attempting to collect funds due under this Note
or in connection with the issuance of the Conversion Shares.  In the
event an action is instituted to enforce or interpret any of the terms of this
Note, the prevailing party shall be entitled to recover its costs, including
reasonable attorney’s fees.

      


      (c)           All
parties to this Note hereby waive presentment, dishonor, notice of dishonor and
protest.  All parties hereto consent to, and Holder is hereby
expressly authorized to make, without notice, any and all renewals, extensions,
modifications or waivers of the time for or the terms of payment of any sum or
sums due hereunder, or under any documents or instruments relating to or
securing this Note, or of the performance of any covenants, conditions or
agreements hereof or thereof or the taking or release of collateral securing
this Note.  Any such action taken by Holder shall not discharge the
liability of any party to this Note.

      


      (d)           The
Company may prepay the amount due and owing under this Note.

      


      (e)           This
Note shall be governed by and construed in accordance with the laws of the State
of California without regard to conflict of law principles.

      


      (f)           All
payments due and owing under this Note shall be delivered to Holder at the
address set forth below unless Holder provides the Company with written notice
of a change of such instructions.

      


      (g)           Capitalized
terms used but not defined in this Note have the meanings assigned to them in
the Agreement.

      


      IN WITNESS WHEREOF, the parties execute
this Note as of this 17th day of
November, 2009.

      


      


      


      


      
        	 
      	 
      	 
      
	
                “Company”
      and “Maker”

              	 
      	
                 “Holder”

              
	
                DOT
      VN, INC.

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Thomas
      Johnson 

              	 
      	
                /s/ Lee
      Johnson  

              
	
                By:
      Thomas Johnson

              	 
      	
                Lee
      Johnson

              
	
                Its:  Chief
      Executive Officer

              	 
      	 
      


      

      


      
        
          
          

        

        
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