Unassociated Document



    EXHIBIT
      10.11

    


    ROKWADER,
      INC.

    (a
      delaware corporation)

    


    __________________________________

    


    6%
      Subordinated Convertible Promissory Note 

    


    _____________________________________

    


    


    


    


    NEITHER
      THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF AS PROVIDED
      HEREIN HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
      UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. TRANSFER OF THIS NOTE AND
      SUCH SECURIITES IS RESTRICTED PURSUANT TO SUCH LAWS.

    


    


    
      	
              $75,000.00

            	
              Calabasas,
                California

              November
                13, 2007

            


    

    


    


    


    
      	1.	
              Note.
                 FOR
                VALUE RECEIVED, ROKWADER,
                Inc.,
                a
                Delaware corporation (the “Company” or the “Borrower”), hereby promises to
                pay to the order of Brooktide, LLC (the “Holder”) the amount of $75,000.00
                on demand (“Due Date”) and to pay interest at the rate of six (6 %) per
                annum on the outstanding principal. Interest payments shall be made
                with
                principal on the due date, to the Holder in lawful money of the United
                States at 23950 Craftsman Road, Calabasas, CA 91302, or at such other
                place as the Holder may specify in
                writing.

            


    

    


    
      	
              2.

            	
              Default.
                In
                the event of an occurrence of any event of default specified below,
                the
                principal and all accrued interest on the Note shall become immediately
                due and payable without notice, except as specified below. The occurrence
                of any of the following events shall constitute an event of default
                under
                this Note:

            


    

    


    
      	 	
              2.1

            	
              The
                Company fails to make any payment hereunder when due, which failure
                has
                not been cured within thirty (30) days following such
                failure.

            


    

    


    
      	 	
              2.2

            	
              If
                the Borrower shall file a petition to take advantage of any insolvency
                act; make an assignment for the benefit of its creditors; commence
                a
                proceeding for the appointment of a receiver, trustee, liquidator
                or
                conservator of itself of a whole or any substantial part of its property;
                file a petition or answer seeking reorganization or arrangement or
                similar
                relief under the federal bankruptcy laws or any other applicable
                law or
                statute of the United States of America or any state;
                or

            


    

    


    
      	 	
              2.3

            	
              If
                a court of competent jurisdiction shall enter an order, judgment
                or decree
                appointing a custodian, receiver, trustee, liquidator or conservator
                of
                the Borrower or of the whole or any substantial part of its properties,
                or
                approve a petition filed against the Borrower seeking reorganization
                or
                arrangement or similar relief under the federal bankruptcy laws or
                any
                other applicable law or statute of the United States of America or
                any state; or if, under the provisions of any other law for the relief
                or
                aid of debtors, a court of competent jurisdiction shall assume custody
                or
                control of the Borrower or of the whole or any substantial part of
                its
                properties; or if there is commenced against the Borrower any proceeding
                for any of the foregoing relief and such proceeding or petition remains
                undismissed for a period of thirty (30) days; or if the Borrower
                by any
                act indicates its consent to or approval of any such proceeding or
                petition; or

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.4

            	
              If
                (i) any judgment remaining unpaid, unstayed or undismissed for a
                period of sixty (60) days is rendered against the Borrower which
                by itself
                or together with all other such judgments rendered against the Borrower
                remaining unpaid, unstayed or undismissed for a period of sixty (60)
                days,
                is in excess of $100,000, or (ii) there is any attachment or
                execution against the Borrower’s properties remaining unstayed or
                undismissed for a period of sixty (60) days which by itself or together
                with all other attachments and executions against the Borrower’s
                properties remaining unstayed or undismissed for a period of 60 days
                is
                for an amount in excess of
                $100,000.00.

            


    

    


    
      	3.	
              Conversion
                - Holder 

            


    

    


    
      	 	
              3.1

            	
              Conversion
                Rights.
                At
                any time from the date hereof the Holder will have the right, at
                its
                option, to convert the Note into Shares of Common Stock of the Company
                (the “Shares”) at the conversion rate then in
                effect.

            


    

    


    
      	 	 	
              The
                initial conversion rate is thirty-seven and one-half cents ($.375)
                per
                share or 200,000 Shares if the entire Note was converted, subject
                to
                adjustments in certain events. No fractional Share or scrip representing
                a
                fractional Share will be issued upon conversion of the Notes. Cash
                will be
                paid in lieu of any fractional Shares equal to the then current market
                value of such fractional Share. 

            


    

    


    
      	 	 	
              The
                conversion rate will be appropriately adjusted if the Company
                (a) pays a dividend or makes a distribution on its Shares of Common
                Stock which is paid or made in Shares of Common Stock, (b) subdivides
                or reclassifies its outstanding Shares of Common Stock, (c) combines
                its outstanding Shares of Common Stock into a smaller number of Shares
                of
                Common Stock, (d) issues Shares of Common Stock, or issues rights or
                warrants to all Holders of its Common Stock entitling them to subscribe
                for or purchase Shares of Common Stock (or securities convertible
                into
                Common Stock), at a price per Share less than $.375 per Share, or
                (e) distributes to all Holders of its Common Stock evidences of its
                indebtedness or assets (excluding any dividend paid in cash out of
                legally
                available funds) subject to the limitation that adjustments by reason
                of
                any of the foregoing need not be made until they result in a cumulative
                change in the conversion rate of at least five percent (5%). The
                conversion rate will not be adjusted upon the conversion of presently
                outstanding stock options or
                warrants.

            


    

    


    
      	 	 	
              In
                case of any consolidation or merger to which the Company is a party
                other
                than a merger or consolidation in which the Company is the surviving
                corporation, or in case of any sale or conveyance to another corporation
                of the property of the Company as an entirety or substantially as
                an
                entirety, or in case of any statutory exchange of securities with
                another
                corporation, there will be no adjustment of the conversion price,
                but each
                Holder of the Notes then outstanding will have the right thereafter
                to
                convert such Notes into the kind and amount of securities, cash or
                other
                property which he would have owned or have been entitled to receive
                immediately after such consolidation, merger, statutory exchange,
                sale or
                conveyance had such Notes been converted immediately prior to the
                effective date of such consolidation, merger, statutory exchange,
                sale or
                conveyance. In the case of a cash merger of the Company into another
                corporation or any other cash transaction of the type mentioned above,
                the
                effect of these provisions would be that the conversion features
                of the
                Notes would thereafter be limited to converting the Notes at the
                conversion price in effect at such time into the same amount of cash
                per
                Share that such Holder would have received had such Holder converted
                the
                Notes into Common Stock immediately prior to the effective date of
                such
                cash merger or transaction.

            


    

    


    
      	 	
              3.2

            	
              Mechanics
                of Conversion.

            


    

    


    
      	 	 	
              The
                Note may be converted upon a notice from the Company to the Note
                holder
                and surrender of the Notes at any time from the date hereof, at the
                offices of the Company, 23950 Craftsman Road, Calabasas, CA 91302,
                with
                the form of “Notice of Conversion” duly completed and executed as
                indicated. Shares of Common Stock issued upon conversion will be
                fully
                paid and non-assessable.

            


    

    


    
      	
              4.

            	
              Prepayment.
                Borrower may prepay any or all amounts due under this Note at any
                time
                from the date of this Note at one hundred percent (100%) of the principal
                amount of the Note together with accrued interest; provided, however,
                that
                Borrower, as a condition to prepayment of some or all of the balance
                hereof, shall deliver written notice of its intention to prepay at
                least
                thirty (30) calendar days prior to the date of such prepayment
                (“Prepayment Date”).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              5.

            	
              Subordination.
                Indebtedness evidenced by the Note will be subordinated in right
                of
                payment to the prior payment in full of all existing and future Senior
                Indebtedness of the Company. Senior Indebtedness is defined as the
                principal of (and premium, if any) and unpaid interest or accrued
                original
                issue discount on and other amounts due on or in connection with
                any Debt
                (as defined below) incurred, assumed or guaranteed by the Company,
                whether
                outstanding on the date of the issuance of the Note or thereafter
                incurred, assumed or guaranteed and all renewals, extensions and
                refundings of any such Debt; provided, however, that the following
                will
                not constitute Senior Indebtedness:

            


    

     

    
      	 	
              (i)

            	
              any
                Debt as to which, in the instrument creating or evidencing the same
                or
                pursuant to which the same is outstanding, it is expressly provided
                that
                such Debt is subordinate in right of payment to all other debt of
                the
                Company not expressly subordinated to such
                Debt;

            


    

    


    
      	 	
              (ii)

            	
              any
                Debt which by its terms refers explicitly to the Note and states
                that such
                Debt shall not be senior in right of payment
                thereto;

            


    

    


    
      	 	
              (iii)

            	
              any
                Debt of the Company in respect of the
                Note;

            


    

    


    
      	 	
              (iv)

            	
              any
                Debt of the Company to any Subsidiary of the Company;
                and

            


    

    


    
      	 	
              (v)

            	
              any
                Debt of the Company to any joint venture or partnership, which joint
                venture or partnership is required, under generally accepted accounting
                principles, to be consolidated in the Company’s consolidated financial
                statements.

            


    

    


    
      	 	
              Debt
                is defined to mean, with respect to any person at any date, without
                duplication:

            


    

    


    
      	 	
              (a)

            	
              all
                obligations of such person for borrowed
                money,

            


    

    


    
      	 	
              (b)

            	
              all
                obligations of such person evidenced by bonds, debentures, note or
                other
                similar instruments,

            


    

    


    
      	 	
              (c)

            	
              all
                Debt of others secured by a lien on any asset of such person, whether
                or
                not such Debt is assumed by such
                person,

            


    

    


    
      	 	
              (d)

            	
              all
                Debt of others for the payment of which such person is responsible
                or
                liable as obligor or guarantor,

            


    

    


    
      	 	
              (e)

            	
              all
                obligations of such person in respect of letters of credit or other
                similar instruments (or reimbursement obligations with respect
                thereto),

            


    

    


    
      	 	
              (f)

            	
              all
                obligations of such person to pay the deferred purchase price of
                property
                or services, except Trade Payables,
                and

            


    

    


    
      	 	
              (g)

            	
              all
                reimbursement, reserve funding and other obligations of such person
                in
                respect of surety bonds executed by such person or at the request
                of and
                for the benefit of such person.

            


    

    


    By
      reason
      of such subordination, in the event of dissolution, insolvency, bankruptcy
      or
      other similar proceedings, upon any distribution of assets, (i) holders of
      Senior Indebtedness will be entitled to be paid in full before payments may
      be
      made on the Note, and the Holder of the Note will be required to pay over their
      share of such distribution to the holder of Senior Indebtedness until such
      Senior Indebtedness is paid in full and (ii) creditors of the Company who
      are neither holders of Notes nor holders of Senior Indebtedness may recover
      less, ratably, than holders of Senior Indebtedness and may recover more,
      ratably, than the Holder of the Note.

    


    
      	
              6.

            	
              Securities
                Law Compliance.
                The Holder understands that the right of conversion of this Note
                is
                subject to full compliance with the provisions of all applicable
                securities laws and the availability thereunder upon any conversion
                of any
                exemption from registration thereunder for such conversion, and that
                the
                certificate or certificates evidencing such Note will bear a legend
                to the
                following effect:

            


    

    


    “THE
      SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (i) THE OPINION
      OF COUNSEL SATISFACTORY TO THIS CORPORATION THAT SUCH TRANSFER MAY LAWFULLY
      BE
      MADE WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED,
      OR (ii) SUCH REGISTRATION.”

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Notices.
                Any notice herein required or permitted to be given shall be in writing
                and may be personally served, sent by United States Mail, certified,
                or by overnight delivery service. For the purposes hereof, the address
                of
                the Holder and the address of the Company shall be as reflected in
                the
                Subscription Agreement between the Holder and the Company of even
                date
                herewith. Both the Holder and the Company may change the address
                for
                service by written notice to the other as herein
                provided.

            


    

    


    
      	
              8.

            	
              No
                Waiver Rights and Remedies Cumulative.
                No
                failure on the part of the Holder to exercise, and no delay in exercising
                any right hereunder shall operate as a waiver thereof; nor shall
                any
                single or partial exercise by the Holder of any right hereunder preclude
                any other or further exercise thereof or the exercise of any other
                right.
                The rights and remedies herein provided are cumulative and not exclusive
                of any remedies or rights provided by law or by any other agreement
                between the Borrower and the
                Holder.

            


    

    


    
      	
              9.

            	
              Amendments.
                No
                amendment, modification or waiver of any provision of this Note nor
                consent to any departure by the Holder therefrom shall be effective
                unless
                the same shall be in writing and signed by the Holder and then such
                waiver
                or consent shall be effective only in the specific instance and for
                the
                specific purpose for which given.

            


    

    


    
      	
              10.

            	
              Successors
                and Assigns.
                This Note shall be binding upon the Borrower and its successors and
                assigns and the terms hereof shall inure to the benefit of the Holder
                and
                its successors and assigns, including subsequent holders
                hereof.

            


    

    


    
      	
              11.

            	
              Severability.
                The provisions of this Note are severable, and if any provision shall
                be
                held invalid or unenforceable in whole or in part in any jurisdiction,
                then such invalidity or unenforceability shall not in any manner
                affect
                such provision in any other jurisdiction or any other provision of
                this
                Note in any jurisdiction.

            


    

    


    
      	
              12.

            	
              Waiver
                of Notice.
                The Borrower hereby waives presentment, demand for payment, notice
                of
                protest and all other demands in connection with the delivery, acceptance,
                performance, default or enforcement of this
                Note.

            


    

    


    
      	
              13.

            	
              Governing
                Law.
                This Note has been executed in and shall be governed by the laws
                of the
                State of California.

            


    

    


    
      	
              14.

            	
              Note
                Holder is Not a Shareholder.
                No
                Holder of this Note, solely by virtue of the ownership of this Note,
                shall
                be considered a shareholder of the Company for any purpose, nor shall
                anything in this Note be construed to confer on any Holder of this
                Note
                any rights of a shareholder of the Company including, without limitation,
                any right to vote, give or withhold consent to any corporate action,
                receive notice of meetings of shareholders or receive
                dividends.

            


    

    


    
      	
              15.

            	
              Exchange
                and Replacement of Note.
                Upon surrender of this Note to the Borrower, the Borrower shall execute
                and deliver, at its expense, one or more new Notes of such denominations
                and in such names, as requested by the holder of the surrendered
                Note.
                Upon receipt of evidence satisfactory to the Company of the loss,
                theft,
                mutilation, or destruction of any Note, the Borrower will make and
                deliver
                a new Note of like tenor at the request of the holder of such
                Note.

            


    

    


    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed by its authorized
      officers as of the 13th day of November, 2007.

    


    


    
      	 	
              ROKWADER,
                INC.

            
	 	
               

               

              By:
                /s/ Mitchell Turk 


              Mitchell
                Turk, Secretary