ex_10-2.htm


    
      

      

    

    CONVERTIBLE
      PROMISSORY NOTE

    OFFSHORE
      SECURITIES SUBSCRIPTION AGREEMENT

    


    
      	
              US
                $113,747.00

            	
              DATED:  September
                30th, 2007

            


    

    


    OCTUS,
      INC., (“OCTUS” or “The Company”) a company organized and existing under
      the laws of Nevada, hereby promises to pay to the order of Sasaima Holdings
      SA,
      a corporation domiciled in the Republic of Panama (“Holder”),  the sum
      of One Hundred Thirteen Thousand Seven Hundred Forty-seven United States Dollars
      (US$113,747.00), together with interest as provided herein.

    


    
      	
              1.
                PAYMENT.

            	
              All
                amounts of principal and interest under this Convertible Promissory
                Note
                (“Note”) shall be due and payable as follows unless the Holder exercises
                its right to convert in accordance with Exhibit
                A.

            


    

    


    
      	
               

            	
              Principal:

            	
              To
                be paid in full or in installments, no later than 90 days from the
                date
                the Company receives a written demand from
                Holder.

            


    

    


    
      	
               

            	
              Interest:

            	
              Shall
                accrue and be calculated on the principal balance then outstanding,
                at the
                rate of eight percent (8%) per
                month.

            


    

    


    
      	
                              Prepayment:

            	
              The
                Company may prepay this Note in whole or in part on any date without
                premium or penalty. No partial prepayment shall extend or postpone
                the due
                date of any subsequent payment, unless Holder shall otherwise first
                agree
                in writing. Holder shall have the continuing and exclusive right
                to apply
                or reverse and reapply any and all payments to any portion of the
                indebtedness evidenced by the provisions of this
                Note.

            


    

    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED, EXCEPT
      OTHERWISE PROVIDED FOR HEREIN, WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”) AND
      REGULATION S OF THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND MAY NOT
      BE
      SOLD OR OFFERED WITHIN THE UNITED STATES (AS DETAILED IN REGULATION S) EXCEPT
      PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT.

    


    2.
      CONVERSION.

    


    The
      Holder, at its sole option, may convert any part of the principal and any
      accrued interest into shares (Shares) of the Company’s $.001 par value common
      stock at a conversion price of US$0.10 per Share (the “Conversion
      Price”).

    


    
      	
              (a)  

            	
              Optional
                Conversion:

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    At
      any
      time and from time to time, until payment in full of the principal of this
      Note,
      the Holder is entitled, at its option, to convert any unpaid portion of the
      principal amount of the Note, into shares (the “Conversion Shares”) of
      the Company’s restricted common stock (“Common Stock”), at the Conversion
      Price. No fraction of shares or scrip representing fractions of shares will
      be
      issued on conversion, but the number of shares issuable shall be rounded to
      the
      nearest whole share.  To convert this Note, the Holder hereof shall
      deliver written notice thereof, substantially in the form of Exhibit “A” to
      this Note, with appropriate insertions (the “Conversion Notice”), to the
      Company at its address as set forth herein.  The date upon which the
      conversion shall be effective (the “Conversion Date”) shall be deemed to
      be the date set forth in the Conversion Notice.

     

    
      	
              (b)  

            	
              Reservation
                of Common Stock:

            


    

    


    The
      Company shall reserve and keep available out of its authorized but unissued
      shares of Common Stock, solely for the purpose of effecting the conversion
      of
      this Note, such number of shares of Common Stock as shall from time to time
      be
      sufficient to effect such conversion, based upon the Conversion
      Price.  If at any time the Company does not have a sufficient number
      of Conversion Shares authorized and available, then the Company shall call
      and
      hold a special meeting of its stockholders within sixty (60) days of
      that time for the sole purpose of increasing the number of authorized shares
      of
      Common Stock.  Management of the Company shall vote all of its shares
      in favor of increasing the authorized Common Stock.

    
 

    3.
      HOLDER REPRESENTATIONS AND COVENANTS.

    


    In
      connection with the purchase and sale of the securities, the Holder represents
      and warrants to, and covenants and agrees with the Company as
      follows:

    


    
      	
              (a)  

            	
              Offshore
                Transaction

            


    

    


    
      	
              (i)  

            	
              The
                Holder is not a U.S. Person (as defined in Section 902 (o) of Regulation
                S) or if the Holder is not a natural person, is not organized under
                the
                laws of any jurisdiction within the United States, was not formed
                by a U.
                S. Person for the purpose of investing in Regulation S securities
                and is
                not otherwise a U.S. Person.  The Holder is not, and on the date
                of issuance of this Note by the Company, will not be an affiliate
                of the
                Company;

            


    

    


    
      	
              (ii)  

            	
              At
                the time the buy order was originated, the Holder was outside the
                United
                States and is outside of the United States as of the date of the
                execution
                and delivery of this Note;

            


    

    


    
      	
              (iii)  

            	
              No
                offer to purchase the securities was made by the Holder in the United
                States;

            


    

    


    
      	
              (iv)  

            	
              The
                Holder is purchasing the Note under the laws of his or its jurisdiction
                of
                residence and domicile, and the offer and sale of the Note will not
                violate the securities or other laws of such
                jurisdiction;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (v)  

            	
              All
                offers and sale of this Note by the Holder prior to the end of the
                restricted period, as defined by appropriate securities laws (Restricted
                Period) of any applicable jurisdiction must be done in accordance
                with
                Rule 903 and Rule 904, as applicable, of Regulation S or pursuant
                to
                registration under the 1933 Act or pursuant to an exemption from
                registration.

            


    

    


    
      	
              (vi)  

            	
              The
                transaction contemplated by this Note (a) has not been and will not
                be
                pre-arranged by the Holder with a purchaser located in United States
                or a
                purchaser which is a U.S. Person, and (b) are not and will not be
                part of
                a plan or scheme by the Holder, to evade the registration provisions
                of
                the 1933;

            


    

    


    
      	
              (vii)  

            	
              The
                Holder understands that the securities are not registered either
                under the
                1933 Act or otherwise and are being offered and sold to it in reliance
                on
                specific exclusions from the registration requirements of Federal
                and
                State securities laws, and that the Company is relying upon the truth
                and
                accuracy of the representation, warranties, agreements, acknowledgements
                and understanding of the Holder set forth herein in order to determine
                the
                applicable of such exclusions and the suitably of the Holder and
                any
                purchaser from the Holder to acquire the
                Note;

            


    

    


    
      	
              (viii)  

            	
              The
                Holder shall take all reasonable steps to ensure its compliance with
                Regulation S and shall promptly send to each purchaser who acts as
                a
                distributor, dealer or person receiving a selling commission, fee
                or other
                remuneration with respect to any of the securities, who purchases
                prior to
                the expiration of the Restricted Period referred to in Section 2(a)(v)
                above, a confirmation or other notice to the purchaser stating that
                the
                purchaser is subject to the same restrictions on offers and sales
                as the
                Holder;

            


    

    


    
      	
              (ix)  

            	
              The
                Holder has not conducted or permitted and shall not conduct or permit
                on
                its behalf any “directed selling efforts” as that term is defined in Rule
                902(b) of Regulation S; nor has the Holder conducted any general
                solicitation relating to the offer and sale of any of the securities
                in
                the United States or elsewhere;

            


    

    


    
      	
              (x)  

            	
              The
                Holder has the full right, power and authority to enter into this
                Note and
                to consummate the transactions contemplated herein.  This Note
                has been duly authorized, valid executed and delivered on behalf
                of the
                Holder and is a valid and binding agreement in accordance with its
                terms,
                subject to general principals of equity and bankruptcy or other laws
                affecting the enforcement of creditors’ rights
                generally;

            


    

    


    
      	
              (xi)  

            	
              The
                execution and delivery of this Note and the consummation of the purchase
                of the securities, and the transactions contemplated by this Note
                do not
                and will not conflict with or result in a breach by the Holder of
                any of
                the terms or provisions of, or constitute a default under, the articles
                of
                incorporation or by-laws (or similar constitutive documents) of the
                Holder.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              (xii)  

            	
              All
                invitations, offers and sales of or with respect to the Note, by
                the
                Holder and any distribution by the Holder of any documents relating
                to any
                offer by it of any of the securities will be in compliance with applicable
                laws and regulations and will be made in such a manner that no prospectus
                need be filed and no other filing need be made by the Company with
                any
                regulatory authority or stock exchange in any country or any political
                sub-division of any country; and

            


    

    


    
      	
              (xiii)  

            	
              The
                Holder will not make any offer or sale of the Note by any means which
                would not comply with the law and regulations of the territory in
                which
                such offer or sale takes place or to which such offer or sale impose
                upon
                the Company any obligation to satisfy any public filing or registration
                requirement or provide or publish any information of any kind whatsoever
                or to otherwise undertake or become obligated to do any
                act.

            


    

    


    
      	
              (xiv)  

            	
              The
                Holder certifies that it is not acquiring the Note for the account
                of any
                US person and agrees to resell such Note only in accordance with
                the
                provisions of Regulation S, pursuant to registration under the Securities
                Act of 1933 (the “Act”) or pursuant to an available exemption from
                registration; and agrees not to engage in hedging transactions with
                regard
                to such securities unless in compliance with the
                Act.

            


    

    


     
      (b) Independent
      Advice

    


    
      	
               

            	
              The
                Holder (or others for whom it is contracting hereunder) has been
                advised
                to consult its own legal and tax advisors with respect to applicable
                resale restrictions and applicable tax considerations and it (or
                others
                for whom it is contracting hereunder) has been advised to consult
                its own
                legal and tax advisors with respect to applicable resale restrictions
                and
                applicable tax considerations and it (or others for whom it is contracting
                hereunder) is solely responsible and the Company is not in any way
                responsible for compliance with applicable resale restrictions and
                applicable tax legislation.

            


    

    


    
      	
              (c)  

            	
              No
                Government Recommendation or
                Approval

            


    

    


    The
      Holder understands that no Federal or State or foreign government agency has
      passed on or made any recommendation or endorsement of the Note.

    


    
      	
              (d)  

            	
              Current
                Public Information

            


    

    


    The
      Holder has had an opportunity to discuss with the officers of the Company,
      all
      matters relating to the securities, financial condition, operations and
      prospects of the Company and any questions raised by the Holder have been
      answered to the Holder’s satisfaction.

    


    
      	
              (e)  

            	
              Holder’s
                Sophistication

            


    

    


    The
      Holder acknowledges that the issuance of the Note and subsequent conversions,
      if
      any, involve a high degree of risk.  The Holder has such knowledge and
      experience in financial and business matters that it is capable of evaluating
      the merits and risks under the 1933 Act, and therefore, the Holder must bear
      the
      economic risk of this investment or an indefinite period of time
      and;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              (f)  

            	
              Tax
                Status

            


    

    


    The
      Holder is not a “10-percent Shareholder” (as defined in Section 871(h)3(B) of
      the U.S. Internal Revenue Code) of the Company.

    


    4.
THE
      COMPANY’S REPRESENTATIONS AND COVENANTS.

    


    
      	
              (a)  

            	
              Company
                Status: The Company is a Reporting Issuer and its Common Stock, is
                eligible for quotation on OTC Bulletin Board using the symbol
                “OCTI”.

            


    

    


    
      	
              (b)  

            	
              Offshore
                Transaction: The Company has not offered the Note to any person in the
                United States, any identifiable groups of U.S. citizens aboard, or
                to any
                U.S. Person, as such terms are used in Regulation
                S.

            


    

    


    
      	
              (i)  

            	
              At
                the time the buy order was originated, the Company and/or its agents
                reasonably believed the Holder was outside the United States and
                was not a
                U.S. person.

            


    

    


    
      	
               

            	
                       (ii)

            	
              The
                Company and/or its agents reasonably believe that the transaction
                was not
                pre-arranged with a Holder in the United States and, at the time,
                Holder
                was not a U.S. Person.

            


    

    


    
      	
              (iii)  

            	
              No
                offer to buy or sell the Note was or will be made by the Company
                to any
                person in the United States.

            


    

    


    
      	
              (iv)  

            	
              The
                issuance of the Note by the Company will be made in accordance with
                the
                provisions and requirements of Regulation S in all
                respect.

            


    

    


    
      	
              (v)  

            	
              The
                transactions contemplated by this Note (A) have not been and will
                not be
                pre-arranged by the Company with a purchaser located in the United
                States
                or a purchaser which is a U.S. Person, and (B) are not and will not
                be
                part of a plan or scheme by the Company to evade the registration
                provisions of the 1933 Act.

            


    

    


    
      	
              (c)  

            	
              No
                Directed Selling Efforts: With regards to this transaction, the
                Company has not conducted any “directed selling efforts” as that term is
                defined in Rule 902 of Regulation S nor has the Company conducted
                any
                general solicitation relating to the offer and sale of any of the
                Note in
                the United States or elsewhere.

            


    

    


    
      	
              (d)  

            	
              Organization:
                The Company is a corporation duly organized and validly existing
                under the
                laws of the State of Nevada, and is in good standing under such laws.
                The
                Company has all requisite corporate power and authority to carry
                on its
                business as presently conducted.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
              (e)  

            	
              Shares:
                There are 100,000,000 shares of the Company’s Common Stock,
                $0.001 par value per share,
                authorized.

            


    

    


    
      	
              (f)  

            	
              Authority:
                The execution and delivery of the Note do not, and the consummation
                of the
                transactions contemplated hereby will not, conflict with, or result
                in any
                violation of, or default (with or without notice or lapse of time,
                or
                both), or give rise to a right of termination, cancellation or
                acceleration of any obligation or to a loss of a material benefit,
                under,
                any provision of the Articles of Incorporation, and any amendments
                thereto, By Laws, Stockholders Agreement and any amendments thereto
                of the
                Company.

            


    

    


    
      	
              (g)  

            	
              Consent:
                No consent, approval or authorization of or designation, declaration
                or
                filing with any government authority on the part of the Company is
                required in connection with the valid execution and delivery of the
                Note,
                or the offer, sale or issuance of the Common Stock, or the consummation
                of
                any other transaction contemplated hereby, except the filing, if
                required,
                with the Securities and Exchange Commission of Form 8-K or other
                required
                filing for Regulation S exempted
                offerings.

            


    

    


    
      	
              (h)  

            	
              Actions:
                There is no action, proceeding or investigation pending, or to the
                Company’s knowledge, threatened, against the Company which might result,
                either individually or in the aggregate, in any material adverse
                change in
                the business, prospects, conditions, affairs or operations of the
                Company.

            


    

    


    
      	
              (i)  

            	
              Corporate
                Action: The issuance, sale and delivery of the Note have been duly
                authorized by all required corporate action on the part of the Company,
                and when issued, sold and delivered in accordance with the terms
                hereof
                and thereof for the consideration expressed herein and therein, will
                be
                duly and validly issued, fully paid and
                non-assessable.

            


    

    


    
      	
              (j)  

            	
              Binding
                Agreement: This Note has been duly authorized, validly executed and
                delivered on behalf of the Company and is a valid and bind agreement
                in
                accordance with its terms, subject to general principles of equity
                and to
                bankruptcy or other laws affecting the enforcement of creditors’ rights
                generally. The Company has all requisite right, power and authority
                to
                execute and deliver this Note and to consummate the transactions
                contemplated hereby.  All corporate action on the part of the
                Company, its directors and shareholders necessary for the authorization,
                execution, delivery and performance of this Note has been
                taken.

            


    

    


    
      	
              (k)  

            	
              Approvals:
                The Company is not aware of any authorization, approval, or consent
                of any
                U.S. government body which is legally required for the issuance and
                sale
                of the securities issuable upon conversion hereof to persons who
                are
                non-U.S.Persons, as contemplated by this
                Note.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.  

            	
              EXEMPTION;
                RELIANCE ON REPRESENTATIONS.

            


    

    


    The
      Holder understands that the offer and sale of the securities are not being
      registered under the 1933 Act. The Company and the Holder are relying on the
      rules governing offers and sales made outside the United States pursuant to
      Regulation S.

    


    
      	
              6.  

            	
              REGISTRATION
                RIGHTS AND TRADABILITY OPINION:

            


    

    


    
      	
              (a)  

            	
              Registration
                Statement: In the event that the Company intends to file any
                registration statement relating to any of the Company’s Common Stock, the
                Company agrees that it will register the Common Stock underlying
                the
                Note.  The Company shall provide at least thirty (30) days prior
                written notice to Holder of the Company’s intention to file such
                registration statement. Holder will then have 30 days to notify the
                Company, in writing, that it is exercising its registration rights.
                If
                Holder does not provide such written notice within the required 30
                day
                period, Holder forfeits the right to require registration of the
                Common
                Stock underlying this Note. The registration rights granted herein
                are
                subject, at all times, to requirements imposed in an underwritten
                offering. In the event the Company conducts an underwritten offering
                and
                the underwriter requires that the Company not include the shares
                of Common
                Stock underlying this Note in a particular registration statement,
                the
                Company will include the Common Stock underlying this Note in the
                next
                subsequent registration statement.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
                       (b)

            	
              Tradability
                of Common Stock:  The Conversion Shares may only be disposed
                of in compliance with state and federal securities laws. Absent
                registration, the Holder of the Conversion Shares should be aware
                that the
                Conversion Shares underlying the Note will be restricted
                securities.  In connection with any transfer or sale of
                Securities other than pursuant to an effective registration statement
                or
                Rule 144, assuming such transfer is legal and appropriate under the
                circumstances as they exist at the time of attempted transfer, the
                Holder
                may require the Company to provide an tradeability opinion written
                by
                Company counsel, or of counsel selected by the Holder and reasonably
                acceptable to the Company, the form and substance of which opinion
                shall
                be reasonably satisfactory to the Company, to the effect that such
                transfer or sale does not require registration of the Conversion
                Shares
                under the Securities Act or is otherwise permissible under Rule
                144.

            


    

     

    
      	
              7.  

            	
              CONDITIONS
                TO HOLDER’S OBLIGATIONS TO
                PURCHASE.

            


    

    


    The
      Holder’s obligation to purchase the Note is conditional upon the confirmation of
      receipt and acceptance by the Company of this Note as evidenced by execution
      of
      this Note of the duly authorized officers of the Company.

    


    
      	
              8.  

            	
              MISCELLANEOUS.

            


    

    


    
      	
              (a)  

            	
              Entire
                Agreement and Amendments: This Note constitutes the entire agreement
                between the parties, and neither party shall be liable or bound to
                the
                other in any manner by any warranties, representations or covenants
                except
                as specifically set forth herein.  Any previous agreement among
                the parties related to the transactions described herein is superseded
                hereby.  This Note may be amended only by an instrument in
                writing executed by the parties hereto. The terms and conditions
                of this
                Note shall inure to the benefit of and be binding upon the restrictive
                successors and assigns of the parties hereto.  Nothing in this
                Note, express or implied, is intended to confer upon any party, other
                than
                the parties hereto, and their respective successors and assigns,
                any
                rights, remedies, obligations or liabilities under or by reason of
                this
                Note, except as expressly provided
                herein.

            


    

    
 

    
      	
              (b)  

            	
              Survival:
                All representations and warranties in this Note by the Company and
                the
                Holder shall survive the closing of the transactions contemplated
                by this
                Note.

            


    

    


    
      	
              (c)  

            	
              Governing
                Law: This Note shall be construed in accordance with the laws of
                Nevada applicable to contracts made and wholly to be performed within
                the
                State of Nevada and shall be binding upon the successors and assigns
                of
                each party hereto.  This Note may be executed in counterparts,
                and the facsimile transmission of executed counterpart to this Note
                shall
                be effective as an original.

            


    

    


    
      	
              (d)  

            	
              Holder
                Indemnification: The Holder agrees to indemnify and hold the Company
                harmless from any all claims, damages and liabilities arising from
                the
                Holder’s breach of its representations and warranties set forth in the
                Note.

            


    

    


    
      	
              (e)  

            	
              Notice:
                Any notice hereunder may be given to the Holder or by the Company
                by
                delivering it as follows:

            


    

    


    To
      OCTuS:

    Marbella,
      Avenida Aquilino de la Guardia Y Calle 47

    Edificio
      Ocean Plaza, Piso 16

    Republic
      of Panama

    Attention:  Josie
      Ben Rubi

    


    To
      the
      Holder: Sasaima Holdings SA

    Suite
      472

    APDO
      0832-2745

    World
      Trade Center

    Panama
      City

    Republic
      of Panama

     

    
      	
              (f)  

            	
              Counterparts:  This
                Note may be executed in multiple counterparts, each of which shall
                be an
                original, but all of which shall be deemed to constitute one
                instrument.

            


    

    


    
      	
              (g)  

            	
              Time:  Time
                shall be of the essence to this
                Note.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the undersigned has executed the Note as of the date
      first net forth above.

    


    OFFICIAL
      SIGNATORY OF OCTUS, INC.

    
      	 	 	 	 	 
	
              /s/
                Josie Ben Rubi

            	 	 	
               

            	 
	
              BY:
                Josie Ben Rubi

            	 	 	
               

            	 
	
              
                TITLE:
                  President

              

            	 	 	
               

            	 
	 	 	 	 	 
	Accepted
              this 30th
              day of September 2007	 	 	 	 


    

     

     

    OFFICIAL
      SIGNATORY OF HOLDER

    


    
      	 	 	 	 	 
	
              /s/
                Victor Guerra

            	 	 	
               

            	 
	
              BY:
                Victor Guerra

            	 	 	
               

            	 
	
              TITLE:
                President

            	 	 	
               

            	 


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     EXHIBIT
      “A”

     

    NOTICE
      OF CONVERSION

     

    (To
      be
      executed by the Holder in order to convert the Note)

     

    
      	
              TO:

            	 


    

    


    The
      undersigned hereby irrevocably elects to convert $ ____________________ of
      the principal amount of the above Note into Shares of Common Stock of OCTuS,
      Inc., according to the conditions stated therein, as of the Conversion Date
      written below.

     

    
      	
              Conversion
                Date:

            	 
	
              Applicable
                Conversion Price:

            	 
	
              Signature:

            	 
	
              Name:

            	 
	
              Address:

            	 
	
              Amount
                to be converted:

            	
              $                                                                                      

            
	
              Amount
                of Note unconverted:

            	
              $                                                                                      

            
	
              Conversion
                Price per share:

            	
              $                                                                                      

            
	
              Number
                of shares of Common Stock to be issued:

            	 
	
              Please
                issue the shares of Common Stock in the following name and to the
                following address:

            	 
	
              Issue
                to:

            	 
	
              Authorized
                Signature:

            	 
	
              Name:

            	 
	
              Title:

            	 
	
              Phone
                Number: