ex410.htm


    Exhibit
      4.10

     

     

    THE
      SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
      NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
      THEREOF.  NO SUCH SALES OR DISPOSITION MAY BE EFFECTED WITHOUT AN
      EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
      THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
      1933, AS AMENDED.

    


    


    CONVERTIBLE
      PROMISSORY NOTE

     

    
      	$_______     	
               January  __,
                2008

            


    

     

    FOR
      VALUE RECEIVED,
      the undersigned, MetaSwarm, Inc., a Florida
      corporation  (“Maker”), hereby promises to pay to the
      order of AIS Funding, LLC (“Holder”), the principal sum
      advanced under this Convertible Promissory Note (this “Note”),
      together with all accrued interest on such outstanding advanced and unpaid
      balance, in accordance with the terms and provisions of this Note.

    


    1.  Interest.  Interest
      shall accrue on the outstanding principal balance of this Note from January
      __,
      2008 (the “Issuance Date”) on the unpaid principal amount at a
      rate equal to 14% per annum, to accrue and be paid when the unpaid principal
      is
      due under this Note.  Following an Event of Default (as defined in
      Section 10) interest shall accrue on the unpaid principal amount at a rate
      equal
      to the annual sum of (i) the interest rate absent such Event of Default, plus
      (ii) 3 1⁄2% per annum, until paid in full.  Interest shall be computed
      on the principal amount hereunder remaining unpaid from time to time, computed
      on the basis of the actual number of days elapsed and a 360-day year, from
      the
      date hereof until this Note is fully paid.

    


    2.           Payment.
      The unpaid principal amount of this Note, together with all accrued but unpaid
      interest thereon, shall, if not paid sooner, be due and payable in full on
      that
      date one year after the Issuance Date (the “Maturity Date”) or
      such earlier date, at the election of the Holder, following the occurrence
      of an
      Event of Default (as defined in Section 10), in each event provided that the
      Holder has not converted this Note prior thereto in the manner provided in
      Section 4.

    


    3.         Securities
      Purchase and Security Agreement.  This Note is issued pursuant,
      and is subject, to that certain Securities Purchase and Security Agreement
      of
      even date herewith (the “Purchase Agreement”) by and between
      Holder and Maker, which provides, among other things, for acceleration
      hereof.  This Note is the “Note(s)” referred to in the Purchase
      Agreement, provided that if the original principal amount of this Note is
      $1,000,000 then this will be the sole Note(s) and if the original principal
      amount of this Note is less than $1,000,000, then upon satisfaction of the
      conditions to Closing as set forth in the Purchase Agreement, there will be
      a
      second Note which, together with this Note, are the “Note(s)” referred to in the
      Purchase Agreement.  Capitalized terms used in this Note but not
      defined herein shall have the meaning assigned in the Purchase
      Agreement.

     

    
      
         

      

      
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    4.           Conversion
      by Holder.

    


    (a)           Investment
      by the Holder. Subject to and in compliance with the provisions of this
      Section 4, the outstanding principal amount of this Note and accrued and unpaid
      interest under this Note may, at the option of the Holder, be converted into
      fully-paid and non-assessable shares (calculated as to each conversion to the
      nearest smaller whole share) of common stock, no par value, of the Maker, of
      the
      same type and class as are publicly-traded OTC as of the Issuance Date (the
      “Common Stock”). The number of shares of Common Stock into
      which the Holder shall be entitled upon conversion under this Section 4 shall
      be
      calculated in accordance with the provisions of Section 4(b).  This
      Note is also subject to mandatory and automatic conversion under the provisions
      set forth in Section 5.

    


    (b)           Conversion
      Shares.  The number of shares of Common Stock to be issued to the
      Holder upon conversion of this Note under this Section 4 (the
“Conversion Shares”), shall be equal to a fraction, the
      numerator of which is the Outstanding Conversion Indebtedness, divided by the
      Applicable Conversion Price.  The term “Outstanding Conversion
      Indebtedness” means that amount of or portion of unpaid principal
      balance of this Note and accrued and unpaid interest on the Note which Holder
      elects to convert, provided if less than the then entire amount of unpaid
      principle balance and accrued and unpaid interest, then in even multiples of
      $10,000 and not less than $50,000.  The term “Applicable
      Conversion Price” means the lesser of (i) $0.20 per share of Common
      Stock, and (ii) the closing per share of Common Stock OTC bid price on the
      business day preceding the Issuance Date, subject to paragraphs (I) and (II)
      below.

    


    (I)           Extraordinary
      Common Stock Event.  Upon the happening of an Extraordinary Common
      Stock Event, the Applicable Conversion Price shall, simultaneously with the
      happening of such Extraordinary Common Stock Event, be adjusted under this
      paragraph (I) by multiplying the then effective Applicable Conversion Price
      by a
      fraction, (x) the numerator of which shall be the aggregate number of shares
      of
      Common Stock outstanding immediately prior to such Extraordinary Common Stock
      Event and (y) the denominator of which shall be the aggregate number of shares
      of Common Stock outstanding immediately after such Extraordinary Common Stock
      Event, and the product so obtained shall thereafter be the Applicable Conversion
      Price. The Applicable Conversion Price, as so adjusted, shall be readjusted
      in
      the same manner upon the happening of any successive Extraordinary Common Stock
      Event or Events.  “Extraordinary Common Stock Event”
shall mean (x) the issue of additional shares of the Common
      Stock as a dividend
      or other distribution on outstanding Common Stock, (y) the subdivision of
      outstanding shares of Common Stock into a greater number of shares of the Common
      Stock, or (z) the combination of outstanding shares of the Common Stock into
      a
      smaller number of shares of the Common Stock.

     

    
      
         

      

      
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    (II)           Dilutive
      Issuance or Sale of Common Stock or Convertible Securities.  If
      the Maker shall, while there is any unpaid principal balance of this Note,
      issue
      or sell shares of its Common Stock without consideration or at a price per
      share
      less than the Applicable Conversion Price in effect immediately prior to such
      issuance or sale, but excluding shares of Common Stock deemed to have been
      issued by the Issuer (i) upon conversion, exercise, or exchange of any warrants
      or convertible securities which are outstanding on the day immediately preceding
      the Closing and disclosed under Section 7.14 of the Purchase Agreement and
      Schedule 7.14 thereto, provided that the terms of such warrants or convertible
      securities are not amended, modified or changed on or after the Closing; or
      (ii)
      the Beijing InfoSure Shares, provided that the terms of the Beijing InfoSure
      Shares are not amended, modified or changed on or after the
      Closing;  then in each such case such Applicable Conversion Price upon
      each such issuance or sale, except as hereinafter provided, shall be lowered
      so
      as to be equal to the lowest Net Consideration per Share received for each
      additional Share upon such issuance.  For purposes of this paragraph
      (I) above and this paragraph (II), the issuance of any warrants, options,
      subscription or purchase rights with respect to shares of Common Stock and
      the
      issuance of any securities convertible into or exchangeable for shares of Common
      Stock, or the issuance of any warrants, options, subscription or purchase rights
      with respect to such convertible or exchangeable securities (collectively,
      “Common Stock Equivalents”), shall be deemed an issuance of
      Common Stock if the Net Consideration per Share (as hereinafter determined)
      which may be received by the Maker for such Common Stock shall be less than
      the
      Applicable Conversion Price in effect at the time of such
      issuance.  Any obligation, agreement or undertaking to issue Common
      Stock Equivalents at any time in the future shall be deemed to be an issuance
      at
      the time such obligation, agreement or undertaking is made or
      arises.  No adjustment of the Applicable Conversion Price shall be
      made under paragraph (I) above or this paragraph (II) upon the issuance of
      any
      shares of Common Stock which are issued pursuant to the exercise, conversion
      or
      exchange of any Common Stock Equivalents if any adjustment shall previously
      have
      been made upon the issuance of any such Common Stock Equivalents as above
      provided.

    


    
      	
               

            	
              (A)  Adjustments
                for Cancellation or Expiration of Common Stock
                Equivalents.  Should the Net Consideration per Share of any
                such Common Stock Equivalents be decreased from time to time, then,
                upon
                the effectiveness of each such change, the Applicable Conversion
                Price
                will be that which would have been obtained (1) had the adjustments
                made
                upon the issuance of such Common Stock Equivalents been made upon
                the
                basis of the actual Net Consideration per Share of such securities,
                and
                (2) had adjustments made to the Applicable Conversion Price since
                the date
                of issuance of such Common Stock Equivalents been made to such Applicable
                Conversion Price as adjusted pursuant to (1) above.  Any
                adjustment of the Applicable Conversion Price with respect to this
                subparagraph (A) which relates to Common Stock Equivalents shall
                be
                disregarded if, as, and when all of such Common Stock Equivalents
                expire
                or are cancelled without being exercised, so that the Applicable
                Conversion Price effective immediately upon such cancellation or
                expiration shall be equal to the Applicable Conversion Price in effect
                at
                the time of the issuance of the expired or cancelled Common Stock
                Equivalents, with such additional adjustments as would have been
                made to
                the Applicable Conversion Price had the expired or cancelled Common
                Stock
                Equivalents not been
                issued.    

            


    

     

    
      
         

      

      
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                  (B)  Net Consideration per Share.  For purposes
                  of the remainingprovisions of this paragraph (II), the “Net
                  Consideration per Share”which may be received by the Maker shall
                  be determined as follows:

              


      

    

     

    
      	
               

            	
              (1)  The
                “Net Consideration per Share” shall mean the amount equal to the total
                amount of consideration, if any, received by the Maker for the issuance
                of
                such Common Stock Equivalents, plus the minimum amount of consideration,
                if any, payable to the Maker upon exercise, or conversion or exchange
                thereof, divided by the aggregate number of shares of Common Stock
                that
                would be issued if all such Common Stock Equivalents were exercised,
                exchanged or converted.

            


    

    


    
      	
               

            	
              (2)  The
                “Net Consideration per Share” which may be received by the Maker shall be
                determined in each instance as of the date of issuance of Common
                Stock
                Equivalents without giving effect to any possible future upward price
                adjustments or rate adjustments which may be applicable with respect
                to
                such Common Stock Equivalents.

            


    

     

    (c)           Dividends.
      In the event the Maker shall make or issue, or fix a record date for the
      determination of holders of Common Stock entitled to receive, a dividend or
      other distribution (other than a distribution in liquidation or other
      distribution provided for herein) payable in securities of the Maker other
      than
      shares of Common Stock or in assets (other than, the extent permitted by the
      remaining Loan Documents, ordinary cash dividends paid out of retained
      earnings), then and in each such event, provision shall be made so that the
      Holder shall receive upon conversion of this Note, in addition to the number
      of
      shares of Common Stock receivable thereupon, the number of securities or such
      other assets of the Maker which they would have received had the Note been
      converted into Common Stock on the record date of such event and had they
      thereafter, during the period from the date of such event to and including
      the
      effective date of the conversion, retained such securities or such other assets
      receivable by them as aforesaid during such period, giving application to all
      adjustments called for during such period under paragraph (I) or paragraph
      (II)  of Section 4(b) with respect to the rights of the
      Holder.

     

    
      
         

      

      
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    (d)           Capital
      Reorganization or Reclassification. If the Common Stock issuable upon the
      conversion of the Note shall be changed into the same or different number of
      shares of any series or classes of stock, whether by capital reorganization,
      reclassification or otherwise (other than a subdivision or combination of shares
      or stock dividend provided for in paragraph (I) of Section 4(a)), then and
      in
      each such event the Holder shall have the right thereafter to convert each
      such
      Conversion Share into the kind and amount of shares of stock and other
      securities and property receivable by such holders upon such reorganization,
      reclassification or other change, equal to the number or shares of Common Stock
      into which such Note might have been converted immediately prior to such
      reorganization, reclassification or change, all subject to further adjustment
      as
      provided herein.

    


    (e)           Certificate
      as to Adjustments. In each case of an adjustment or readjustment of the
      Applicable Conversion Price, the Maker will furnish the Holder with a
      certificate showing such adjustment or readjustment, and stating in reasonable
      detail the facts upon which such adjustment or readjustment is
      based.

    


    (f)           Cash
      in Lieu of Fractional Shares.  No fractional shares of Common
      Stock or scrip representing fractional shares shall be issued upon the
      conversion of the Note. Instead of any fractional shares which would otherwise
      be issuable upon conversion of the Note, the Maker shall pay to the Holder
      a
      cash adjustment in respect of such fractional shares in an amount equal to
      the
      same fraction of the fair market value per share of the Common Stock, as
      applicable (as determined in good faith by the Board of Directors) at the close
      of business on the effective date of conversion. The determination as to whether
      or not to make any cash payment in lieu of the issuance of fractional shares
      shall be based upon the total aggregate value of outstanding principal of the
      Note being converted at any one time by the Holder.

    


    (g)           Issue
      Tax.  The issuance of certificates for Conversion Shares upon
      conversion of the Note shall be made without charge to the Holder for any
      issuance tax in respect thereof, provided that the Maker shall not be required
      to pay any tax which may be payable in respect of any transfer involved in
      the
      issuance and delivery of any certificate in a name other than that of the Holder
      of this Note being converted.

     

    
      
         

      

      
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    (h)           Closing
      of Books.  The Maker will at no time close its transfer books
      against the transfer of any shares of Common Stock issued or issuable upon
      the
      conversion of any outstanding principal or interest amount on this Note in
      any
      manner which interferes with the timely conversion of the Note, except as may
      otherwise be required to comply with applicable securities laws.

    


    (i)           Mechanics
      and Effect of Conversion.  If the Holder provides notice of its
      election to convert which notice shall specify the amount of Outstanding
      Conversion Indebtedness being so converted, the conversion shall be automatic
      whereupon in exchange for the Holder receiving the stock certificate(s) issued
      to it as result of such conversion for the number of shares of Common Stock
      to
      which such Holder is entitled upon such conversion, together with any securities
      and property to which the Holder is entitled upon such conversion under the
      terms of this Note, including a check payable to the Holder for any cash amounts
      payable as described in Section 4(f), the Holder shall surrender this Note,
      duly
      endorsed, at the principal offices of the Maker or any transfer agent of the
      Maker.   Upon any conversion of this Note, the Maker will be
      forever released from all of its obligations and liabilities under this Note
      with regard to that portion of the principal amount and accrued and unpaid
      interest being converted including without limitation the obligation to pay
      such
      portion of the principal amount and accrued interest.

    


    (j)           Damages.  The
      Maker recognizes and agrees that the Holder will not have an adequate remedy
      if
      the Maker fails to comply with the provisions of this Section 4 and that damages
      may not be readily ascertainable, and the Maker expressly agrees that, in the
      event of such failure, it shall not oppose an application by the Holder
      requiring specific performance of any and all provisions hereof or enjoining
      the
      Maker from continuing to commit any such breach or other breach of this Section
      4.

    


    5.           Mandatory
      Conversion.  Subject to and in compliance with the provisions of
      this Section 5 and also subject to the provisions of Sections 4(b)(I), 4(b)(II),
      4(c), 4(d), 4(e), 4(f), 4(g), 4(h) and 4(j), and all, but not less than all,
      the
      outstanding principal amount and accrued and unpaid interest under this Note
      shall be converted into fully-paid and non-assessable shares (calculated as
      to
      each conversion to the nearest smaller whole share) of common stock, no par
      value, of the Maker, of the same type and class as are publicly-traded OTC
      as of
      the Issuance Date (the “Common Stock”). The number of shares of
      Common Stock into which the Holder shall be entitled upon conversion under
      this
      Section 5 shall be calculated in accordance with the provisions of Section
      5(b).

    


    (a)           Conditions
      of Mandatory Conversion.  Upon all of the following conditions
      having been satisfied, Maker will send notice to the Holder that a mandatory
      conversion of the Note is occurring:

    


    
      	
              (I)  

            	
              all
                Conversion Shares are registered under a Registration Statement that
                has
                become effective or all Conversion Shares may be sold without restriction
                or limitation under Rule 144 of the Securities Act;
                and

            


    

    


    
      	
              (II)  

            	
              the
                closing OTC bid price per share of Common Stock for ten consecutive
                trading days exceeds the product of (A) three, multiplied by (B)
                the then
                Applicable Conversion Price for each of such ten trading days;
                and

            


    

    


    
      	
              (III)  

            	
              the
                daily OTC volume for the Common Stock for such 10-consecutive trading
                day
                period described in clause (II) exceeds 750,000
                Shares.

            


    

    


    Provided,
      that the Maker’s notice to Holder under this Section 5(a) shall include (i) an
      opinion to the Maker’s transfer agent and the Holder which is satisfactory to
      the Maker’s transfer agent (such satisfaction being confirmed in writing), as to
      both the counsel issuing such opinion and as to form, that the condition under
      above clause (I) has been satisfied such that the Conversion Shares are
      freely-tradeable without restriction and that the certificate to be issued
      to
      the then Holder upon mandatory conversion will not contain any restrictive
      legend (“Securities Law Opinion”), and (ii) supporting evidence
      that the conditions under above clauses (II) and (III) have been
      satisfied.  In addition, for the mandatory conversion to be effective,
      the Holder must accept the Securities Law Opinion, such acceptance not to be
      unreasonably withheld.

     

    
      
         

      

      
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    (b)           Conversion
      Shares.  The number of Conversion Shares to be issued to the
      Holder upon conversion of this Note under this Section 5 (the
“Conversion Shares”), shall be determined in the same manner as
      under Section 4(b), except that the term  “Outstanding Conversion
      Indebtedness” for purposes of this Section 5(b) means all then remaining unpaid
      principal and accrued and unpaid interest on the Note.

    


    (c)           Mechanics
      and Effect of Conversion.  If the Maker provides notice of the
      mandatory conversion under Section 5(a) and the remaining conditions of Section
      5(a) to the effectiveness of the mandatory conversion are satisfied, the
      conversion shall be automatic whereupon in exchange for the Holder receiving
      the
      stock certificate(s) issued to it as result of such conversion for the number
      of
      shares of Common Stock to which such Holder is entitled upon such conversion,
      together with any securities and property to which the Holder is entitled upon
      such conversion under the terms of this Note, including a check payable to
      the
      Holder for any cash amounts payable as described in Section 4(f), the Holder
      shall surrender this Note, duly endorsed, at the principal offices of the Maker
      or any transfer agent of the Maker.   Upon completion of any
      mandatory conversion of this Note, the Maker will be forever released from
      all
      of its obligations and liabilities under this Note with regard to the principal
      amount and accrued and unpaid interest including without limitation the
      obligation to pay such portion of the principal amount and accrued
      interest.

    


    6.           No
      Rights as Shareholder.  No provision of this Note shall be
      construed as conferring upon the Holder hereof the right to vote, consent,
      receive dividends or receive notice other than as herein expressly provided
      in
      respect of meeting of stockholders for the election of directors of the Maker
      or
      any other matter whatsoever as a stockholder of the Maker. No provision hereof,
      in the absence of affirmative action by the Holder hereof to acquire shares
      of
      Common Stock, and no enumeration herein of the rights or privileges of the
      Holder hereof, shall give rise to any liability of such Holder as a stockholder
      of the Maker, whether such liability is asserted by the Maker or by creditors
      of
      the Maker.

    


    7.           Redemption.  Maker
      shall have the right to redeem by prepayment of this Note in whole or in part
      but not in increments of less than $50,000 from time to time but subject to
      the
      terms and conditions of this Section 7.

    


    (a)           Conditions
      of Redemption.  The Maker may send a notice to Holder that Maker
      elects to redeem the Note, such redemption to be effective not less than 20
      days
      after Holder receives such notice (the “Redemption Notice”) on
      such date designated in such notice, and provided that (i) Maker does not
      receive from Holder during such 20-day period a notice that Holder is electing
      to convert the Note under Section 4, and (ii) all shares of Common Stock to
      be
      issued to Holder upon such redemption are registered under a Registration
      Statement that has become effective or all such shares of Common Stock to be
      issued upon such redemption may be sold without restriction or limitation under
      Rule 144 of the Securities Act.  The Redemption Notice must also
      include (A) an opinion to the Maker’s transfer agent and the Holder which is
      satisfactory to the Maker’s transfer agent (such satisfaction being confirmed in
      writing), as to both the counsel issuing such opinion and as to form, that
      the
      condition under above clause (ii) of this paragraph has been satisfied such
      that
      the shares of Common Stock to be issued upon such redemption will, upon such
      issuance, be freely-tradeable without restriction and that the certificate
      to be
      issued to the then Holder upon such redemption will not contain any restrictive
      legend (“Securities Law Opinion”); and (B) the principal amount
      (the “Redemption Principal”) and the amount of all
      accrued and unpaid interest on the Note), which is being redeemed.  In
      addition, for the redemption to be effective, the Holder must accept the
      Securities Law Opinion, such acceptance not to be unreasonably
      withheld.

     

    
      
         

      

      
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    (b)           Redemption
      Price.  The redemption price to be paid by Maker to Holder at the
      closing of any redemption under this Section 7 shall be the sum of (A) the
      product obtained by multiplying the Redemption Principal by 1.1, plus (B)
      all accrued and unpaid interest on the Note as of the date of payment of the
      redemption price (inclusive, for the avoidance of doubt, of interest on the
      Redemption Principal).

    


    (c)  Mechanics
      and Effect of Partial Redemption.  If the Maker provides a
      Redemption Notice to Holder and the Redemption Principal specified therein
      is
      less than the entire then outstanding principal on this Note, upon satisfaction
      of the remaining conditions set forth in Section 7(a) including but not limited
      to the Holder not having issued a timely election to convert the Note under
      Section 4, the redemption shall be automatic whereupon in exchange for the
      Holder receiving a wire transfer or check payable to the Holder for the
      redemption price described in Section 7(b), the Maker will be forever released
      from all of its obligations and liabilities under this Note with regard to
      that
      portion of the principal amount (the Redemption Principal) and accrued and
      unpaid interest being redeemed including without limitation the obligation
      to
      pay such portion of the principal amount and accrued interest.  If the
      Redemption Notice is for the entire then outstanding principal on this Note,
      then in exchange for the Holder receiving a wire transfer or check payable
      to
      the Holder for the redemption price described in Section 7(b), the Holder will
      forthwith deliver the Note to Maker, marked “satisfied” or “paid in
      full.”

    


    8.          
      Representations, Warranties and Covenants.  The
      representations, warranties and covenants of the Maker set forth in the Purchase
      Agreement are incorporated herein to the same extent as it recited herein in
      their entirety.

    


    9.        
       Security.  This Note is secured, among other things,
      pursuant to the Purchase Agreement, and may now or hereafter be secured by
      one
      or more other security agreements, mortgages, deeds of trust, assignments or
      other instruments or agreements.

    


    10.      
        Events of Default.  The occurrence of any one of
      the following shall constitute an “Event of Default” hereunder:

     

    
      
         

      

      
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    (a)  Maker’s
      failure to make any required payment of principal and/or interest, or any other
      payment called for under this Note, and the continuance of such failure to
      pay
      for a period of five days after the date on which such payment was due under
      this Note; or

    


    (b)  Maker’s
      failure to perform any obligation of Maker under Section 4, Section 5 or, as
      applicable, Section 7; or

    


    (c)  Maker’s
      failure to perform any other obligation (other than  one that can be
      satisfied with the payment of money and other than any obligation of Maker
      referred to in clause (b) above) required under this Note; or

    


    (d)  The
      occurrence of an Event of Default, as such term is defined in Section 16.01
      of
      the Purchase Agreement.

    


    11.         Remedies.

     

    (a)           Upon
      the occurrence and continuation of an Event of Default under this Note, the
      entire unpaid balance of this Note shall, at the option of the Holder, become
      immediately due and payable without presentment, demand, protest or notice
      of
      any kind, all of which are hereby expressly waived, anything contained herein
      to
      the contract notwithstanding, and the Holder may exercise and shall have any
      and
      all remedies accorded him by law. Such acceleration of maturity, once claimed
      hereunder by Holder, may at Holder’s option be rescinded by written
      acknowledgment to that effect, but the tender and acceptance of partial payment
      of partial performance alone shall not in any way affect or rescind such
      acceleration of maturity.

    


    (b)        
      In
      case any one or more Events of Default shall occur, the Holder may proceed
      to
      protect and enforce his right or remedies either by suit in equity of by action
      at law, or both, for the specific performance of any covenant, agreement or
      other provision contained herein, or proceed to enforce the payment of this
      Note
      or any other legal, equitable or statutory right or remedy. No right or remedy
      herein conferred upon the Holder is intended to be exclusive of any other right
      or remedy contained herein and every such right or remedy contained herein
      or
      now or hereafter existing at law or in equity or by statute, or otherwise,
      may
      be exercised separately or in any combination. No course of dealing between
      the
      Maker and the Holder or any failure or delay on the Holder’s part in exercising
      any rights or remedies hereunder shall operate as a waiver of any rights or
      remedies of the Holder and no single or partial exercise of any rights or
      remedies hereunder shall operate as a waiver or preclude the exercise of any
      other rights or remedies hereunder.  Presentment or other demand for
      payment, notice of dishonor and protest are expressly waived.

    


    12.         Governing
      Law.  The provisions of his Note shall be governed and construed
      according to the laws of the Commonwealth of Massachusetts, without giving
      effect to its conflicts of law provisions.  This Note shall be deemed
      under seal.

     

    
      
         

      

      
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    13.         Notices.  Any
      notice or demand required or permitted by or in connection with this Note shall
      be given in writing to Maker and Holder in the manner provided in the Purchase
      Agreement, if to Maker as provided to Issuer under the Purchase Agreement and
      if
      to Holder as provided to Subscriber under the Purchase Agreement.

    


    14.         Costs
      of Collection.  Borrower hereby agrees to pay all costs of
      collection, including attorneys' fees and legal expenses in the event this
      Note
      is not paid when due, whether or not legal proceedings are
      commenced.

    


    15.         Modification;
      Assignment.  This Note may be modified or amended only in writing
      signed by the Holder and the Maker. This Note may not be assigned, transferred,
      encumbered or pledged by the Holder and any such assignment, transfer,
      encumbrance or pledge will be void.

    


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

    


    17.          Limitation
      of Applicable Law.  In the event the operation of any provision of
      this Note results in an effective rate of interest which exceeds the limit
      of
      usury laws or any other law applicable to the loan evidenced hereby, all sums
      in
      excess of those lawfully collectible as interest for the period in questions
      shall, without further agreement or notice by any party to this Note, be applied
      to the unpaid principal balance of this Note immediately upon receipt of such
      monies by Holder, with the same force and effect as though Maker had
      specifically designated such extra sums to be so applied to the unpaid balance
      and Holder had agrees to accepts such extra payment(s) as a
      prepayment.

    


    18.       
       Captions.  The captions herein are for convenience and
      reference only and in no way define or limit the scope of content of this Note
      or in any way affect its provisions.

    


    19.      
Debtor-Creditor
      Relationship.  Holder shall in no event be construed for any
      purpose to be a partner, joint venturer or associate of the Maker, it being
      the
      sole intention of the parties to establish a relationship of debtor and
      creditor.

    


    


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                         IN
      WITNESS WHEREOF, Maker has executed this Convertible Promissory Note on
      January       , 2008.

     

     

    
      	 	 	 	MAKER	 
	 	 	 	 	 
	 	 	 	MetaSwarm,
              Inc.	 
	
              WITNESS

            	 	 	A
              Florida corporation	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              
                Print
                  Name:

              

            	 	 	
              
                Name:
                  Marvin
                  Shannon

              

            	 
	
               

            	 	 	
              
                Title:
                  Chairman and Chief Executive Officer

              

            	 




     

     

     

     

     

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