American Note


THIS  CONVERTIBLE  PROMISSORY NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER
ANY STATE  SECURITIES  LAWS. THIS  CONVERTIBLE  PROMISSORY NOTE MAY NOT BE SOLD,
OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  WITHOUT  REGISTRATION  UNDER THE
SECURITIES ACT OR  REGISTRATION  OR  QUALIFICATION  UNDER SUCH STATE  SECURITIES
LAWS,  UNLESS THE PROPOSED  TRANSACTION  DOES NOT REQUIRE SUCH  REGISTRATION  OR
QUALIFICATION.


                           CONVERTIBLE PROMISSORY NOTE

$3,000,000.00                     Dallas, Texas                  July 10, 2008

         FOR VALUE RECEIVED,  the undersigned,  Implantable Vision, Inc., a Utah
corporation, and its successors and assigns ("Borrower"), promises to pay to the
order  of  American  Petroleum  Corporation,  a  Texas  corporation,,   and  its
successors and permitted assigns ("Holder"),  the principal sum of Three Million
Dollars  ($3,000,000.00),  together  with  simple  interest  from  the  date  of
advancement on the principal  balance hereof from time to time remaining  unpaid
at an interest rate equal to the U.S. prime rate as published in the Wall Street
Journal  Online plus one percent (1%) per annum,  determined on the date of this
Convertible Promissory Note (the "Note"), and adjusted on each anniversary until
maturity  (subject to Section 2 of this Note), both principal and interest being
payable  at the  address  designated  in Section  12, or at such other  place as
Holder may from time to time designate in writing.

         The  principal of this Note shall mature and be due and payable on July
10, 2010. All accrued and unpaid  interest shall be due and payable  immediately
on maturity.

         All past due  principal  and  accrued  interest on this Note shall bear
interest  from  maturity  (whether  on demand,  upon  acceleration  of  maturity
following an Event of Default (as defined below) or otherwise) until paid at the
lesser of (i) the rate of  twelve  percent  (12%) per annum or (ii) the  highest
rate for which Borrower may legally  contract under applicable law. All payments
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.

1.       Conversion.

     (a)  Conversion  Option.  This Note shall be  convertible  at the option of
Holder hereof (the "Optional  Conversion"),  in whole or in part, in lieu of and
in satisfaction  of the unpaid  principal  hereunder,  into that number of fully
paid and  nonassessable  shares of Common  Stock (as defined in Section 2) as is
equal  to the  quotient  of  the  unpaid  principal  divided  by the  applicable
Conversion  Price (as defined in Section 2). Upon any Optional  Conversion,  the
outstanding  principal due under this Note shall be reduced in full by an amount
equal to the  number  of  shares of Common  Stock  issued  upon such  conversion
multiplied by the applicable Conversion Price.

     (b) Conversion Procedures. If Holder is entitled to and
desires to convert this Note into Common Stock,  it shall surrender this Note to
Borrower at its principal  executive offices,  accompanied by proper instruments
of transfer to Borrower or in blank,  accompanied by irrevocable  written notice
to  Borrower  that Holder  elects so to convert  this Note and the name or names
(with address) in which a certificate or certificates for Common Stock are to be
issued.  Borrower  shall,  as soon as practicable  after such written notice and
compliance with any other conditions herein contained, deliver at such office to
Holder,  certificates  for the number of full shares of Common Stock to which it
shall be entitled.  Such conversion  shall be deemed to have been made as of the
date of such  surrender  of this Note,  and the person or  persons  entitled  to
receive Common Stock or other  securities  deliverable  upon conversion shall be
treated for all purposes as the record holder or holders thereof on such date.

     (c) Certain Adjustments.  The applicable Conversion Price and the number of
securities  issuable upon conversion of this Note shall be subject to adjustment
from time to time as follows:


<PAGE>





                           (i) In case Borrower shall at any time after the date
         hereof (1) pay a dividend or make a  distribution  on its capital stock
         that is paid or made in shares of stock of Borrower,  (2) subdivide its
         outstanding  shares of Common Stock into a greater  number of shares or
         (3)  combine  its  outstanding  shares of Common  Stock  into a smaller
         number of  shares,  then in each such  case the  applicable  Conversion
         Price in effect  immediately prior thereto and the securities  issuable
         shall be  adjusted  retroactively  as  provided  below  so that  Holder
         thereafter  shall be entitled to receive the number of shares of Common
         Stock of  Borrower  and other  shares and rights to  purchase  stock or
         other securities which Holder would have owned or have been entitled to
         receive  after the happening of any of the events  described  above had
         this Note been  converted  immediately  prior to the  happening of such
         event or any  record  date with  respect  thereto.  In the event of the
         redemption of any shares  referred to in clause (1),  Holder shall have
         the right to receive,  in lieu of any such shares or rights,  any cash,
         property  or  securities  paid  in  respect  of  such  redemption.   An
         adjustment made pursuant to this subsection (i) shall become  effective
         immediately  after  the  record  date  in the  case  of a  dividend  or
         distribution and shall become effective immediately after the effective
         date in the case of a subdivision or combination.

                           (ii)  Whenever  the  Conversion  Price is adjusted as
         provided above, Borrower shall compute the adjusted Conversion Price in
         accordance  herewith  and  mail to  Holder a  notice  stating  that the
         Conversion  Price has been  adjusted  and  setting  forth the  adjusted
         Conversion Price.

                           (iii) In the event  that at any time,  as a result of
         any  adjustment  made  pursuant to this  Section,  Holder  shall become
         entitled to receive any shares of Borrower  other than shares of Common
         Stock or to  receive  any other  securities,  the  number of such other
         shares or securities so receivable  upon  conversion of this Note shall
         be subject to adjustment  from time to time in a manner and on terms as
         nearly  equivalent as practicable to the provisions  contained in these
         provisions with respect to Common Stock.

                  (d) No  Fractional  Shares.  No  fractional  shares  or  scrip
representing  fractional  shares of Common Stock shall be issued upon conversion
of this Note.  All  calculations  of the number of shares of Common  Stock to be
issued upon conversion of this Note shall be rounded to the nearest whole share.

                  (e) Reclassification, Consolidation, Merger or Sale of Assets.
In case of any  reclassification  of Common Stock, any consolidation of Borrower
with, or merger of Borrower into, any other person, any merger of another person
into   Borrower   (other   than  a  merger   which   does  not   result  in  any
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common Stock of Borrower),  any sale or transfer of all or substantially  all of
the assets of Borrower or any compulsory share exchange  pursuant to which share
exchange  the Common  Stock is converted  into other  securities,  cash or other
property,  then  lawful  provision  shall  be made as part of the  terms of such
transaction  whereby Holder shall have the right  thereafter,  during the period
this Note shall be  convertible  hereunder,  to convert  this Note only into the
kind and amount of  securities,  cash and other  property  receivable  upon such
reclassification,  consolidation,  merger, sale, transfer or share exchange by a
holder of the number of shares of Common Stock of Borrower  into which this Note
might  have  been  converted   immediately   prior  to  such   reclassification,
consolidation,  merger, sale, transfer or share exchange assuming such holder of
Common Stock of Borrower (i) is not a person with which Borrower consolidated or
into which Borrower merged or which merged into Borrower,  to which such sale or
transfer  was  made or a party  to  such  share  exchange,  as the  case  may be
("constituent  person"), or an affiliate of a constituent person and (ii) failed
to  exercise  his  rights  of  election,  if any,  as to the kind or  amount  of
securities,  cash and other  property  receivable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange (provided that if the
kind or  amount of  securities,  cash and other  property  receivable  upon such
reclassification, consolidation, merger, sale, transfer or share exchange is not
the same for each share of Common Stock of Borrower  held  immediately  prior to
such consolidation,  merger, sale or transfer by other than a constituent person
or an  affiliate  thereof and in respect of which such rights of election  shall
not have been  exercised  ("non-electing  share"),  then the kind and  amount of
securities,  cash and other  property  receivable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange by each  non-electing
share  shall be deemed to be the kind and  amount so  receivable  per share by a
plurality  of the  non-electing  shares).  Borrower,  the person  formed by such
consolidation  or resulting  from such merger or which  acquires  such assets or
which acquires  Borrower's  shares, as the case may be, shall make provisions in
its certificate or articles of  incorporation or other  constituent  document to
establish such right.  Such  certificate or articles of  incorporation  or other
constituent  document shall provide for adjustments which, for events subsequent
to the effective date of such  certificate or articles of incorporation or other
constituent document, shall be as nearly equivalent as may be practicable to the
adjustments  provided for herein.  The above provisions shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.


<PAGE>




                  (f) Reservation of Shares; Transfer Taxes; Etc. Borrower shall
at all times  reserve and keep  available,  out of its  authorized  and unissued
stock,  solely for the purpose of effecting the  conversion  of this Note,  such
number of shares of its Common  Stock and other  securities  free of  preemptive
rights as shall from time to time be sufficient to effect the conversion of this
Note. Borrower shall from time to time, in accordance with the laws of the State
of Utah, increase the authorized number of shares of Common Stock if at any time
the number of shares of Common Stock not outstanding  shall not be sufficient to
permit  the  conversion  of this Note.  Borrower  shall pay any and all issue or
other taxes that may be payable in respect of any issue or delivery of shares of
Common Stock or other securities upon conversion of this Note by Holder.

     2.  Defined  Terms.  As used in this  Note,  the  following  terms have the
respective  meanings set forth below:  (a) "Common  Stock" shall mean the common
stock of Borrower and any capital  stock into which such common stock shall have
been changed and any other stock  resulting  from any  reclassification  of such
stock which is not  preferred  as to dividends or assets over any other class of
stock which shall be in effect from time to time.

          (b) "Conversion  Price" shall mean,  subject to adjustment as provided
     in Section 1(c) hereof, $3.08.-

     3.  Prepayments.  Borrower shall have the right to prepay the principal and
any interest outstanding under this Note in full or in part at any time and from
time to time. Any prepayment shall be applied first against any accrued interest
and then against principal.

         4.       Default Remedies.

                  (a)  Borrower  shall be in  default  under  this Note upon the
         happening of any condition or event set forth below (each, an "Event of
         Default"):

     (i)  Borrower shall fail to pay the principal and interest due on this Note
          on the date which the same becomes due and payable in accordance  with
          the terms hereof and Borrower fails to make such payment within twenty
          (20) days of the date which Borrower  receives written notice from the
          Holder that any such payment has not been received by Holder;

     (ii) default  by  Borrower  in  the  punctual   performance  of  any  other
          obligation,  covenant,  term or provision  contained in this Note, and
          such default shall  continue  unremedied for a period of ten (10) days
          or more following written notice of default by Holder to Borrower;

     (iii)The  commencement of any proceeding under any bankruptcy or insolvency
          laws by or against Borrower which results in the entry of an order for
          relief  which  remains  undismissed,  undischarged  or unbonded  for a
          period of 60 days or more.

                  (b) The entire unpaid  principal  balance of this Note and all
         accrued  interest  thereon shall  immediately be due and payable at the
         option of the holder  hereof upon the  occurrence of any one or more of
         the Events of Default and at any time thereafter.

         5. Cumulative  Rights.  No delay on the part of the holder of this Note
in the  exercise  of any  power or right  under  this  Note or under  any  other
instrument executed pursuant hereto 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.


<PAGE>





         6. Waiver.  Borrower  waives demand,  presentment,  protest,  notice of
dishonor,  notice of nonpayment,  notice of intention to accelerate or notice of
acceleration  (other  than  notices of default  required  pursuant  to  Sections
4(a)(i) and (ii)),  notice of protest and any and all lack of diligence or delay
in  collection  or the filing of suit hereon  which may occur,  and agree to all
extensions and partial payments, before or after maturity,  without prejudice to
the holder hereof.

         7.  Attorneys' Fees and Costs. In the event that this Note is collected
in  whole or in part  through  suit,  arbitration,  mediation,  or  other  legal
proceeding of any nature,  then and in any such case there shall be added to the
unpaid  principal amount hereof all reasonable costs and expenses of collection,
including, without limitation, reasonable attorney's fees.

         8.  Governing  Law.  This Note shall be  governed by and  construed  in
accordance  with the internal laws of the State of Texas,  without giving effect
to  conflicts  of law  provision  or rule  (whether of the State of Texas or any
other  jurisdiction)  that would  result in the  application  of the laws of any
jurisdiction other than the State of Texas.

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

         10. 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 or of any other  document  evidencing,
securing  or  pertaining  to the  indebtedness  evidenced  hereby,  at the  time
performance of such provision shall be due, shall involve exceeding 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 any other
document evidencing, securing or pertaining to the indebtedness evidenced hereby
or otherwise 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 or on account of any other  indebtedness
of Borrower to the holder hereof  relating to this Note,  and not to the payment
of  interest,  or if such  excessive  interest  exceeds  the  unpaid  balance of
principal  of this  Note and  such  other  indebtedness,  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,  (a)
characterize any nonprincipal  payment as an expense, fee or premium rather than
as  interest,  (b)  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 (c) 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.

     11.  Successors  and  Assigns.  This Note may not be sold,  transferred  or
otherwise  assigned by Holder  without the prior  written  consent of  Borrower.
Borrower's  obligations  under  this Note may not be  transferred  or  otherwise
assigned by Borrower without the prior written consent of Holder.

     12. 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.


<PAGE>




         13.  Notices.  All  notices  of  communication  required  or  permitted
hereunder  shall be in writing  and may be given by (a)  depositing  the same in
United States mail,  addressed to the party to be notified,  postage prepaid and
registered or certified with return receipt request,  (b) delivering the same in
person or by  overnight  express  to an  officer  or agent of such party or, (c)
telecopying the same with electronic confirmation of receipt:

                           (i)      If to Borrower, addressed thereto at:

                                    Implantable Vision, Inc.
                                    Attn.: President
                                    25730 Lorain Rd.
                                    North Olmstead, OH 44070
                                    Telecopier: (440) 777-2682; and

                           (ii)     If to Holder, addressed thereto at:

                                    American Petroleum Corporation
                                    Attn.: President
                                    Pilgrim Petroleum Corporation/American
                                    Petroleum Corporation
                                    4400 Westgrove Dr, Addison Texas 75001
                                    P214-687-0015
                                    F214-687-0019

or to such other address or counsel as any party hereto shall  specify  pursuant
to this Section 13 from time to time.  Any notice that is delivered  personally,
or sent by telecopy or overnight  express in the manner provided herein shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party.  Any notice which is  addressed  and mailed in the manner
herein provided shall be  conclusively  presumed to have been given to the party
to whom it is addressed at the close of business,  local time of the  recipient,
on the third day after the day it is so placed in the mail.

         IN WITNESS  WHEREOF,  the undersigned have executed this Note on and as
of the date first above written.

                                                     BORROWER:

                                               Implantable Vision, Inc.,
                                               a Utah corporation


                                               By: /s/ George Rozakis MD
                                               Name: George W. Rozakis MD
                                               Title: President


                                                     HOLDER:

                                               American Petroleum Corporation,
                                               a Texas corporation,


                                               By: /s/ Rafael Pinedo
                                               Name: Rafael Pinedo
                                               Title: President