EXHIBIT
4.1
 CONVERTIBLE
PROMISSORY NOTE
 
 This
Note And The Post-Exchange Common Stock Into Which It Is Convertible Have Not
Been Registered Under The Securities Act Of 1933, As Amended (The “Securities Act”) Or Any
Applicable State Securities Laws.  They May Not Be Sold Or Offered For
Sale In The Absence Of An Effective Registration Statement Under The Securities
Act And Compliance With Such State Securities Laws Or An Opinion Of Counsel
Satisfactory To The Company That Such Registration And/Or Compliance Is Not
Required.
 
 
 US
      $[__________]
              [_____],
      2009
 
 CINCINNATI,
OH
 
 FOR VALUE RECEIVED,
HealthWarehouse.com, Inc., a Delaware corporation (“HealthWarehouse” or the
“Company”) hereby
promises to pay to [_____________], or his permitted assigns (the “Holder”), the principal sum
of [_______________ and 00/100 Dollars (US $_____________)] or such part thereof
as then remains unpaid, together with interest thereon calculated from the date
hereof in accordance with the provisions of this Note.
  This Note is issued in contemplation of
the consummation of a share exchange transaction (the “Exchange Transaction”) as a
result of which (i) the Company will become a wholly-owned subsidiary of a
publicly-traded shell company (“Pubco”), and (ii) the
outstanding shares of capital stock of the Company will be exchanged for
outstanding shares of common stock of Pubco (the “Post-Exchange Common Stock”).
Upon closing of the Exchange Transaction (the “Exchange Date”), Pubco (as
successor to the Company) will assume the Company’s rights and obligations under
this Note.
  This Note is secured by a guaranty of
even date herewith made by Cape Bear Partners, LLC, a Delaware limited liability
company and Lalit Dhadphale in favor of Holder (the “Guaranty”).
  All unpaid principal, but not accrued
but unpaid interest and other amounts payable hereunder, shall, after
consummation of the Exchange Transaction, be convertible into shares of
Post-Exchange Common Stock as provided below in Section 3.  The
following is a statement of the rights of the Holder and the conditions to which
this Note is subject, and to which the Holder hereof, by the acceptance of this
Note, agrees:
  1.           Principal.
  1.1           Advances.  As
of the date hereof, Holder has advanced principal under this Note in the amount
of $[___________]. Amounts repaid or prepaid under this Note may not be
reborrowed.
  
  1.2           Repayment.  The
outstanding principal amount of this Note shall be paid in full on the date
which is 24 months from the date hereof (the “Maturity Date”).
  1.3           Mandatory
Prepayment.  The Company shall prepay this Note in full upon
the occurrence of a Liquidity Event. For purposes of this Note, the term “Liquidity Event” shall mean
the occurrence of any of the following after the Exchange Date: (i) the sale,
lease, exchange, transfer or other disposition of all or substantially all of
the business or assets of Pubco or HealthWarehouse, in one transaction or a
series of related transactions, (ii) the sale, exchange or other disposition, in
one transaction or a series of related transactions, of more than fifty percent
(50%) of the voting securities of Pubco or HealthWarehouse, or (iii) the merger
or consolidation of Pubco or HealthWarehouse, a share exchange involving Pubco
or HealthWarehouse, or a similar transaction, in a transaction in which the
stockholders of Pubco or HealthWarehouse receive or hold less than fifty percent
(50%) of the voting securities of the new or surviving entity immediately after
completion of the transaction.
  2.           Interest.  Interest
on this Note shall accrue on the unpaid principal amount of this Note
outstanding from time to time, whether before or after the Maturity Date, at the
rate of three and one quarter percent (3.25%) per annum (the “Applicable Interest Rate”).
Interest shall be computed on the basis of the actual number of days elapsed and
a 365-day year. Interest shall be payable (i) quarterly in arrears, with the
first payment on 90 days from the date hereof, (ii) in full upon a mandatory
prepayment pursuant to Section 1.3 hereof, (iii) in full on the Maturity Date,
and (iv) in full upon a conversion of the principal amount into shares of
Post-Exchange Common Stock pursuant to Section 3 hereof.
  3.           Conversion.
  3.1.           Voluntary
Conversion.  The Holder shall be entitled at any time, whether
before or after the occurrence of an Event of Default, the acceleration by the
Holder of this Note or the exercise by the Holder of any remedy upon any such
Event of Default, to cause all but not some of the principal amount of this Note
then outstanding to be converted, without payment of additional consideration,
into that number of shares of fully paid and nonassessable Post-Exchange Common
Stock determined as hereafter provided in Section 3.4, by complying with the
conversion procedure provided in Sections 3.1.1 and 3.3 hereof.
  3.1.1                      In
order for the Holder to convert the outstanding principal amount hereof into
shares of Post-Exchange Common Stock pursuant to this Section 3.1, the Holder
shall surrender the Note at the principal office of Pubco or such other office
of Pubco as Pubco may designate in writing to Holder (the “Conversion Office”), together
with written notice (the “Notice of Voluntary
Conversion”) signed by Holder electing to convert all (but not less than
all) of the outstanding principal amount of this Note.
  3.2           Mandatory
Conversion.  Provided that the Conversion Shares (defined
below) have been registered for resale in accordance with the terms of that
certain Convertible Note Subscription Agreement, of even date herewith, by and
between the Company and the Holder, then the Company may, at any time after the
effective date of such registration and prior to the Maturity Date,
automatically cause all but not less than all of the principal amount of this
Note then outstanding to be converted, without payment of additional
consideration, into that number of shares of fully paid and nonassessable
Post-Exchange Common Stock determined as hereafter provided in Section 3.4, by
sending written notice of such conversion to the Holder specifying the
conversion date (the “Notice
of Mandatory Conversion”) and by complying with the conversion procedure
provided in Section 3.3 hereof.
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  3.3.           Procedure for
Conversion.  The date of receipt of this Note and the Notice of
Voluntary Conversion by Pubco at the Conversion Office in the case of a
voluntary conversion pursuant to Section 3.1 hereof, or the conversion date
specified in a Notice of Mandatory Conversion in the case of a mandatory
conversion pursuant to Section 3.2 hereof, as the case may be, shall be the
conversion date (the “Conversion Date”) and the
conversion shall be deemed effective as of the close of business on the
Conversion Date.  Pubco shall, as soon as practicable after the
Conversion Date but in no event later than seven (7) days following the
Conversion Date, (i) issue and deliver to the Holder a certificate or
certificates for the number of shares of Post-Exchange Common Stock to which
such Holder shall be entitled, and (ii) deliver to the Holder together with such
certificates all accrued and unpaid interest as of the Conversion
Date.  Upon compliance with the provisions of this Section, all
obligations of the Company to pay principal and interest hereunder or thereunder
shall terminate.
  3.4.           Shares
Issuable.  The number of shares of Post-Exchange Common Stock
issuable upon conversion of this Note (the “Conversion Shares”) shall be
such number of shares of Post-Exchange Common Stock as a holder of [________]
shares of the Company’s no par value Class A Common Stock would have received in
the Exchange Transaction, rounded to the nearest whole share.
  3.4.           Adjustment to Number of
Conversion Shares.  In the event that the outstanding shares of
Post-Exchange Common Stock shall be split, subdivided, combined or consolidated,
by reclassification or otherwise, into a greater or lesser number of shares of
Post-Exchange Common Stock, or in the event that the Pubco shall issue shares of
Post-Exchange Common Stock by way of stock dividend or other distribution to the
holders of Post-Exchange Common Stock, in each case subsequent to the date
hereof, then the number of Conversion Shares into which the principal amount of
this Note may be converted immediately prior to such split, subdivision, stock
dividend, combination or consolidation shall, concurrently with the
effectiveness of such split, subdivision, stock dividend, combination or
consolidation, be increased or decreased proportionately.
  4.           Default.
  4.1.           Events of
Default.  If one or more of the following events (hereinafter
called “Events of
Default”) shall occur and be continuing.
  (a)           default
shall be made by the Company in the payment of principal of or interest on this
Note when and as the same shall become due and payable, whether at maturity
thereof or otherwise, and such default is not cured by the Company within 15
days after notice thereof from the Holder;
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  (b)           default
shall be made by the Company in the performance of any other obligation under
this Note, and such default is not cured by the Company within 30 days after
notice thereof from the Holder; or
  (c)           Pubco
or HealthWarehouse shall become the subject of an order for relief, or a
liquidator, assignee, custodian, sequestrator, trustee or receiver shall be
appointed for all or of a substantial part of its property in any involuntary
proceeding under any applicable bankruptcy, insolvency, or other similar law now
or hereafter in effect, for its reorganization, dissolution, liquidation or
winding up, and such decree, order or appointment shall not be discharged or
such jurisdiction relinquished or vacated or stayed on appeal or otherwise
stayed within sixty (60) days; or Pubco or HealthWarehouse shall commence a
voluntary case, or pass any resolution or take action approving the commencement
of a voluntary case, under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case under any such law or to the appointment
of a receiver, custodian, assignee, sequestrator, trustee or liquidator of all
of its property or a substantial part thereof or shall file an answer admitting
jurisdiction of the Court and the material allegations in any such proceeding
filed against it, or any such proceeding filed against it shall be approved and
not vacated or stayed within thirty (30) days (such event described in this
subsection (b), a “Bankruptcy
Event”);
  then and
in any such case, this Note, with interest accrued thereon, shall thereupon
become and be immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by the
Company.
  4.2           Enforcement of
Remedies.  In case any one or more of the Events of Default
specified in Section 4.1 shall have occurred and be continuing, the Holder of
this Note may proceed to protect and enforce Holder’s rights either by suit in
equity or by action at law, or proceed to enforce payment of this Note or to
enforce any other legal or equitable right of the Holder of this
Note.
 
 5.           Successors and
Assigns.  Upon closing of the Exchange Transaction, Pubco (as
successor to the Company) will assume the Company’s rights and obligations under
this Note. Except as provided in the foregoing sentence, neither this Note nor
any of the rights, interests or obligations hereunder may be assigned, by
operation of law or otherwise, as a whole or in part, by the Company, without
the prior written consent of the Holder, or by Holder, without the prior written
consent of the Company, such consent not to be unreasonably withheld. Any
assignment purported to be made without such consent shall be null and void.
Subject to the foregoing, the rights and obligations of the Company and the
Holder of this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.
  6.           Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified only upon the written consent of the Company and the
Holder.
  7.           Underwriters’ Lock-up
Following Conversion.  Holder hereby covenants, by acceptance
of this Note, that in connection with any underwritten public offering of the
Post-Exchange Common Stock that occurs subsequent to a voluntary conversion
under Section 3.1, and upon the request of the lead underwriter in such
offering, Holder will enter into a standard agreement containing customary terms
and conditions with such lead underwriter agreeing not to transfer, sell or
otherwise dispose of shares of the Post-Exchange Common Stock without the
written consent of such lead underwriter for a period not to exceed 180
days.  This covenant shall survive the conversion of this
Note.
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  8.           Treatment of
Note.  To the extent permitted by generally accepted accounting
principles, the Company will treat, account and report the Note as debt and not
equity for accounting purposes and with respect to any returns filed with
federal, state or local tax authorities.
  9.           Notices.  Unless
otherwise specified herein, any notice, request or other communication required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or mailed by registered or certified mail, postage
prepaid, or by recognized overnight courier, personal delivery or facsimile
transmission to, in the case of the Company, at its main business address, or,
in the case of the Holder, to Holder’s address as follows:
[______________________].  Any party hereto may by notice so given
change its address or facsimile number for future notice
hereunder.  Notice shall conclusively be deemed to have been given
when received.
  10.           Waivers.  The
Company hereby waives notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor and all other notices or demands
relative to this instrument.
  11.           Governing
Law.  This Note and all actions arising out of or in connection
with this Note shall be governed by and construed in accordance with the laws of
the State of Delaware, without regard to conflict of laws provisions of the
State of Delaware, or of any other state. Any action to enforce the terms of
this Agreement shall be brought in a court of competent jurisdiction located in
Hamilton County, Ohio.
  IN WITNESS WHEREOF, the
Company has caused this Note to be issued as of the date first written
above.
  HEALTHWAREHOUSE.COM,
      INC.
                By:
      _______________________________
                Name:
      _____________________________
                Title:
      ______________________________
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