Unassociated Document


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY
      BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY,
      (B)
      OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
      THE
      SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF
      AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT
      REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
      LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN
      OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
      SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
      MAY
      NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
      ACT.

    


    10%
      NOTE SERIES

    


    BUZZ
      KILL, INC.

    


    DUE
      __________,
      2010

    


     

    
      	
              Original
                Issue Date: __________, 2007

            	
              US$__________

            


    

    


    This
      Note
      (“Note”) is one of a series of not more than $400,000 of duly authorized and
      issued participating notes (“Notes”) of Buzz Kill, Inc., a New York corporation
      (the “Company”) designated its 10% Participating Notes due on __________, 2010
      issued to __________ (together with its permitted successors and assigns, the
      “Holder”) pursuant to exemptions from registration under the Securities Act of
      1933, as amended, pursuant to a Subscription Agreement, dated __________, 2007
      (the “Subscription Agreement”) among the Company and the Holder.

    


    ARTICLE
      I.

    


    Section
      1.01                                Repayment
      of Principal and Interest.
      For
      value received, the Company hereby promises to pay to the order of the Holder,
      in lawful money of the United States of America and in immediately available
      funds the principal sum of _____ Thousand Dollars ($___,000). Interest shall
      accrue on the unpaid principal balance of the Note at the rate of ten percent
      (10%) per year (compounded monthly) commencing the Original Issue Date noted
      above until __________, 2010 (the “Maturity Date”). Interest shall be calculated
      on the basis of a 360-day year. Upon repayment of this Note, in addition to
      the
      outstanding principal balance of the Note and all accrued and unpaid interest,
      Company shall pay to the Holder an additional $__________ (equal to 20% of
      the
      original principal amount hereof) (“Premium”). The Holder’s right to receive the
      Premium shall survive any redemption of this Note.

    


    Section
      1.02                                Participation
      in Profits.
      In
      addition to being entitled to repayment of the principal balance of this Note,
      accrued interest and the Premium, the Holder shall also receive a participation
      (“Participation Interest”) in “Net Proceeds” (to be defined, paid, and accounted
      for using the definition and application of Net Proceeds attached hereto as
      Exhibit A) in an amount equal to twelve percent (12%) multiplied by the quotient
      of (i) the principal amount of this Note (ii) divided by
      $400,000.  The Holder’s right to receive its Participation Interest
      shall survive any redemption of this Note.

    


    Section
      1.03                                Absolute
      Obligation/Ranking.
      Except
      as expressly provided herein, no provision of this Note shall alter or impair
      the obligation of the Company, which is absolute and unconditional, to pay
      the
      principal of, interest on, Premium and Participation Interest of, this Note
      at
      the time, place, and rate, and in the coin or currency, herein prescribed.
      This
      Note is a direct debt obligation of the Company. This Note ranks pari passu
      with
      all other Notes of this series now or hereinafter issued pursuant to a
      Subscription Agreement.

    


    Section
      1.04                                Paying
      Agent and Registrar.
      Initially, the Company will act as paying agent and registrar. The Company
      may
      change any paying agent, registrar, or Company-registrar by giving the Holder
      not less than ten business days written notice of its election to do so,
      specifying the name, address, telephone number and facsimile number of the
      paying agent or registrar. The Company may act in any such
      capacity.

    


    Section
      1.05                                Different
      Denominations.
      This
      Note is exchangeable for an equal aggregate principal amount of Notes of
      different authorized denominations, as requested by the Holder surrendering
      the
      same.

    


    Section
      1.06                                Investment
      Representations.
      This
      Note has been issued subject to certain investment representations of the
      original Holder set forth in the Subscription Agreement and may be transferred
      or exchanged only in compliance with the Subscription Agreement and applicable
      federal and state securities laws and regulations.  In addition,
      Company represents and warrants that, as of the Original Issue Date, other
      than
      (i) Indebtedness to trade creditors incurred in the ordinary course of business,
      (ii) $405,462 in deferred compensation obligations, (iii) bridge financing
      in
      the amount of $100,000, (iv) an amount equal to five percent (5%) of the
      actualized budget, less amounts already paid, and (v) certain director fees,
      there is no outstanding Company Indebtedness.

    


    Section
      1.07                                Reliance
      on Note Register.
      Prior
      to due presentment to the Company for transfer or conversion of this Note,
      the
      Company and any agent of the Company may treat the Person in whose name this
      Note is duly registered on the Note Register as the owner hereof for the purpose
      of receiving payment as herein provided and for all other purposes, whether
      or
      not this Note is overdue, and neither the Company nor any such agent shall
      be
      affected by notice to the contrary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II.

    


    Section
      2.01                                Transfer
      of Assets.
      Upon
      the sale or other transfer of all or substantially all of the assets of the
      Company, the Holder hereof shall have a first priority right to receive amounts
      outstanding pursuant to this Note, whether principal, interest, Premium or
      Participation Interest. Nothing contained herein shall be construed as granting
      Holder a lien upon or a security interest in any asset of the
      Company.

    


    ARTICLE
      III.

    


    Section
      3.01                                Redemption
      at the Option of the Company.

    


    (a)           Provided
      that no Event of Default has occurred and is continuing, the Company may redeem
      all or any portion of this Note while principal or accrued and unpaid interest
      remains outstanding by providing the Holders five business days notice
      (“Redemption Notice”) stating the amount (“Redemption Amount”) of the principal
      and accrued and unpaid interest it has elected to redeem.

    


    (b)           On
      the date specified in the Redemption Notice, the Company shall pay the
      Redemption Amount to the Holders.

    


    (c)           Any
      redemption shall be applied ratably to all of the Holders in proportion to
      each
      Holder’s initial purchase of Notes under the Subscription
      Agreement.

    


    (d)           If
      the Company elects to redeem less than the entire amounts due and owing under
      the Notes, the Company shall reissue a Note in the same form as this Note to
      reflect the new principal amount and the Holder shall return this Note to the
      Company for cancellation.

    


    ARTICLE
      IV.

    


    Section
      4.01                                Events
      of Default.
      Each of
      the following events shall constitute a default under this Agreement (each
      an
“Event of Default”):

    


    (a)           failure
      by the Company to pay the principal amount or interest due hereunder within
      the
      earlier of (i) five (5) days after notice to it that such payment is due, and
      (ii) 30 days after such payment is due;

    


    (b)           failure
      by the Company for ten (10) days after notice to it to comply with any of its
      other agreements in the Note;

    


    (c)           the
      Company shall: (1) make a general assignment for the benefit of its creditors;
      (2) apply for or consent to the appointment of a receiver, trustee, assignee,
      custodian, sequestrator, liquidator or similar official for itself or any of
      its
      assets and properties; (3) commence a voluntary case for relief as a debtor
      under the United States Bankruptcy Code; (4) file with or otherwise submit
      to
      any governmental authority any petition, answer or other document seeking:
      (A)
      reorganization, (B) an arrangement with creditors or (C) to take advantage
      of
      any other present or future applicable law respecting bankruptcy,
      reorganization, insolvency, readjustment of debts, relief of debtors,
      dissolution or liquidation; (5) file or otherwise submit any answer or other
      document admitting or failing to contest the material allegations of a petition
      or other document filed or otherwise submitted against it in any proceeding
      under any such applicable law, or (6) be adjudicated a bankrupt or insolvent
      by
      a court of competent jurisdiction;

    


    (d)           any
      case, proceeding or other action shall be commenced against the Company for
      the
      purpose of effecting, or an order, judgment or decree shall be entered by any
      court of competent jurisdiction approving (in whole or in part) anything
      specified in this Section, or any receiver, trustee, assignee, custodian,
      sequestrator, liquidator or other official shall be appointed with respect
      to
      the Company, or shall be appointed to take or shall otherwise acquire possession
      or control of all or a substantial part of the assets and properties of the
      Company, and any of the foregoing shall continue unstayed and in effect for
      any
      period of sixty (60) days;

    


    (e)           any
      material obligation of the Company for the payment of borrowed money is not
      paid
      when due or within any applicable grace period, or such obligation becomes
      or is
      declared to be due and payable before the expressed maturity of the obligation,
      or there shall have occurred an event that, with the giving of notice or lapse
      of time, or both, would cause any such obligation to become, or allow any such
      obligation to be declared to be, due and payable before the expressed maturity
      date of the obligation;

    


    Section
      4.02                                Remedies.
      If any
      Event of Default occurs, the full principal amount of this Note, together with
      accrued and unpaid interest and other amounts owing in respect thereof, to
      the
      date of acceleration shall become, at the Holder’s election, immediately due and
      payable in cash. All Notes for which the full amount hereunder shall have been
      paid in accordance herewith shall promptly be surrendered to or as directed
      by
      the Company. The Holder need not provide and the Company hereby waives any
      presentment, demand, protest or other notice of any kind, and the Holder may
      immediately and without expiration of any grace period enforce any and all
      of
      its rights and remedies hereunder and all other remedies available to it under
      applicable law. Such declaration may be rescinded and annulled by Holder at
      any
      time prior to payment hereunder and the Holder shall have all rights as a Note
      holder until such time, if any, as the full payment under this Section shall
      have been received by it. No such rescission or annulment shall affect any
      subsequent Event of Default or impair any right consequent thereon.

     

    ARTICLE
      V.

    


    Section
      5.01                                Amendments
      and Waiver of Default.
      The
      Note may not be amended without the consent of the Required Holders.
      Notwithstanding the above, without the consent of the Required Holders, the
      Note
      may be amended to cure any ambiguity, defect or inconsistency or to make any
      change that does not adversely affect the rights of the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI.

    


    Section
      6.01                                Covenants.

    


    (a)           Distributions
      on Common Stock.
      Until
      all of the Notes have been converted, redeemed or otherwise satisfied in
      accordance with their terms, including the payment of all interest accrued
      and
      Premium due, the Company shall not, directly or indirectly, redeem, repurchase
      or declare or pay any cash dividend or distribution on its stock without the
      prior express written consent of the Required Holders, which they may grant
      or
      withhold in their complete discretion.

    


    (b)           Rank.
      All
      payments due under this Note shall rank  (i) pari
      passu
      with the
      other Notes of this series and (iii) senior in all respects to all other
      Indebtedness of the Company; (ii) subordinate to monies owed to trade creditors,
      and (iii) if $400,000 of this series of Notes are sold, subordinate to the
      $100,000 in bridge financing owed to Thomas Hanna.

    


    (c)           Incurrence
      of Indebtedness.
      So long
      as this Note is outstanding, the Company shall not, directly or indirectly,
      incur or guarantee, assume or suffer to exist any Indebtedness, other than
      (i)
      the Indebtedness evidenced by the Notes and (ii) Permitted Indebtedness;
      provided, however, the Company shall not incur any Permitted Indebtedness other
      than (x) Indebtedness to trade creditors incurred in the ordinary course of
      business (y) or extensions, refinancings and renewals of any items of Permitted
      Indebtedness in existence on the Original Issue Date without first offering
      to
      Holder the opportunity to provide that Indebtedness.  If the Company
      offers the Holder the opportunity to provide such Indebtedness, the Holder
      shall
      have five business days to accept such offer in writing and to transfer the
      funds underlying such Indebtedness to the Company or the Holder shall be deemed
      to have rejected such offer.

    


    (d)           Existence
      of Liens.
      So long
      as any of the Notes is outstanding, the Company shall not, directly or
      indirectly, allow or suffer to exist any mortgage, lien, pledge, charge,
      security interest or other encumbrance upon or in any property or assets
      (including accounts and contract rights) owned by the Company or any of its
      Subsidiaries (collectively, "Liens") other than Permitted Liens.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VII.

    


    Section
      7.01                                Definitions.

    


    "Indebtedness"
      of any
      Person means, without duplication (i) all indebtedness for borrowed money,
      (ii)
      all obligations issued, undertaken or assumed as the deferred purchase price
      of
      property or services, including (without limitation) "capital leases" in
      accordance with generally accepted accounting principles (other than trade
      payables entered into in the ordinary course of business), (iii) all
      reimbursement or payment obligations with respect to letters of credit, surety
      bonds and other similar instruments, (iv) all obligations evidenced by notes,
      bonds, debentures or similar instruments, including obligations so evidenced
      incurred in connection with the acquisition of property, assets or businesses,
      (v) all indebtedness created or arising under any conditional sale or other
      title retention agreement, or incurred as financing, in either case with respect
      to any property or assets acquired with the proceeds of such indebtedness (even
      though the rights and remedies of the seller or bank under such agreement in
      the
      event of default are limited to repossession or sale of such property), (vi)
      all
      monetary obligations under any leasing or similar arrangement which, in
      connection with generally accepted accounting principles, consistently applied
      for the periods covered thereby, is classified as a capital lease, (vii) all
      indebtedness referred to in clauses (i) through (vi) above secured by (or for
      which the holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any mortgage, lien, pledge, charge, security
      interest or other encumbrance upon or in any property or assets (including
      accounts and contract rights) owned by any Person, even though the Person which
      owns such assets or property has not assumed or become liable for the payment
      of
      such indebtedness, (viii) all obligations issued, undertaken or assumed as
      part
      of any financing facility with respect to accounts receivables of the Company
      and its Subsidiaries, including, without limitation, any factoring arrangement
      of such accounts receivables and (ix) all Contingent Obligations in respect
      of
      indebtedness or obligations of others of the kinds referred to in clauses (i)
      through (viii) above.

    


    "Permitted
      Indebtedness"
      means
      (i) Indebtedness approved by the stockholders of Eastern Resources, Inc.
      representing at least a majority of its voting power, (ii) Indebtedness secured
      by Permitted Liens, (iii) Indebtedness to trade creditors incurred in the
      ordinary course of business, and (iv) extensions, refinancings and renewals
      of
      any items of Permitted Indebtedness, provided that the principal amount is
      not
      increased or the terms modified to impose more burdensome terms upon the
      Company, as the case may be.

    


    "Permitted
      Liens"
      means
      (i) any Lien for taxes not yet due or delinquent or being contested in good
      faith by appropriate proceedings for which adequate reserves have been
      established in accordance with GAAP, (ii) any statutory Lien arising in the
      ordinary course of business by operation of law with respect to a liability
      that
      is not yet due or delinquent, (iii) any Lien created by operation of law, such
      as materialmen's liens, mechanics' liens and other similar liens, arising in
      the
      ordinary course of business with respect to a liability that is not yet due
      or
      delinquent or that are being contested in good faith by appropriate proceedings,
      (iv) Liens securing the Company's obligations under the Notes, (v) Liens (A)
      upon or in any equipment (as defined in the Security Agreement) acquired or
      held
      by the Company to secure the purchase price of such equipment or indebtedness
      incurred solely for the purpose of financing the acquisition or lease of such
      equipment, or (B) existing on such equipment at the time of its acquisition,
      provided that the Lien is confined solely to the property so acquired and
      improvements thereon, and the proceeds of such equipment, (vi) Liens incurred
      in
      connection with the extension, renewal or refinancing of the indebtedness
      secured by Liens of the type described in clauses (i) and (v) above, provided
      that any extension, renewal or replacement Lien shall be limited to the property
      encumbered by the existing Lien and the principal amount of the Indebtedness
      being extended, renewed or refinanced does not increase, (vii) leases or
      subleases and licenses and sublicenses granted to others in the ordinary course
      of the Company's business, not interfering in any material respect with the
      business of the Company taken as a whole, (viii) Liens in favor of customs
      and
      revenue authorities arising as a matter of law to secure payments of custom
      duties in connection with the importation of goods; (ix) Liens arising from
      judgments, decrees or attachments in circumstances not constituting an Event
      of
      Default and (x) Liens with respect to Indebtedness not individually in excess
      of
      $5,000 or in the aggregate in excess of $10,000, which individually and in
      the
      aggregate are not material to the Company.

    


    "Required
      Holders"
      means
      the holders of Notes representing at least fifty-one percent (51%) of the
      aggregate principal amount of the Notes then outstanding.

    


    Section
      7.02                    
             Notice.
      Notices
      regarding this Note shall be sent to the parties at the following addresses,
      unless a party notifies the other parties, in writing, of a change of
      address:

     

     

    
      	If to the Company, to:	 	Buzz Kill, Inc.
	 	 	4 Park Avenue South, Suite 16K
	 	 	New York, NY 10016
	 	 	
            
	 With a copy to:	 	Gottbetter & Partners, LLP
	 	 	488 Madison Avenue, 12th Floor
	 	 	New York, New York 10022
	 	 	Adam S. Gottbetter, Esq.
	 	 	Telephone: 212.400.6900
	 	 	Facsimile: 212.400.6901
	 	 	 
	If to the Holder:	 	
            
	
            	 	 
	
            	 	 
	With a copy to:	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      7.03                                Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Note shall be governed by and construed and enforced in accordance
      with
      the internal laws of the State of New York, without regard to the principles
      of
      conflicts of law thereof. Each party agrees that all legal proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by any of the Transaction Documents (whether brought against a
      party hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced in the state and federal courts sitting
      in the City of New York, Borough of Manhattan (the “New York Courts”). Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any of the Transaction Documents),
      and hereby irrevocably waives, and agrees not to assert in any suit, action
      or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, or such New York Courts are improper or inconvenient venue
      for
      such proceeding. Each party hereby irrevocably waives personal service of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Note and agrees that such service shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Note or the
      transactions contemplated hereby. If either party shall commence an action
      or
      proceeding to enforce any provisions of this Note, then the prevailing party
      in
      such action or proceeding shall be reimbursed by the other party for its
      attorneys fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding.

    


    Section
      7.04                                Severability.
      The
      invalidity of any of the provisions of this Note shall not invalidate or
      otherwise affect any of the other provisions of this Note, which shall remain
      in
      full force and effect.

    


    Section
      7.05                                Entire
      Agreement and Amendments.
      This
      Note represents the entire agreement between the parties hereto with respect
      to
      the subject matter hereof and there are no representations, warranties or
      commitments, except as set forth herein. This Note may be amended only by an
      instrument in writing executed by the parties hereto.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as
      executed this Note as of the date first written above.

    


    Buzz
      Kill, Inc.,

    a
      New
      York corporation

    


    


    By: ____________________________________                                                               

    Name:

    Title:              Authorized
      Signatory