Exhibit
10.60


 


THIS
SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE LENDER, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.


 


AMENDED
AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE


 


	$10,750.00 	New York, New York
	 	January 28, 2011






 


FOR
VALUE RECEIVED, the undersigned, CoroWare, Inc., a Delaware corporation (referred to herein as the “Borrower”), with offices
at 4056 148th Avenue NE, Redmond, Washington 98052, hereby unconditionally promises to pay to the order of Barclay Lyons, LLC, its endorsees,
successors and assigns (the “Lender”), in lawful money of the United States, at such address as the Lender may from time
to time designate, the principal sum of Ten Thousand Dollars ($10,750.00) (the “Loan”), This Note shall mature and become
due and payable in full on or after January 28, 2011, or on demand by the holder (the “Maturity Date”).


 


1. Terms
of Repayment. Principal of and interest on this Note shall be paid by the Borrower as follows:


 


(i)
Upon written demand by Lender at any time, Borrower shall pay all principal and interest, unless otherwise converted (as defined in
Section 2. Below). Interest shall accrue at a rate of Twenty-One Percent (21%) per annum.


 


(ii)
The Borrower further agrees that, if any payment made by the Borrower or any other person is applied to this Note and is at any time
annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or
repaid, or the proceeds of any property hereafter pledged as security for this Note is required to be returned by Lender to the
Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or
federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Borrower’s liability
hereunder (and any lien, security interest or other collateral securing such liability) shall be and remain in full force and
effect, as fully as if such payment had never been made, or, if prior thereto any such lien, security interest or other collateral
hereunder securing the Borrower’s liability hereunder shall have been released or terminated by virtue of such cancellation or
surrender, this Note (and such lien, security interest or other collateral) shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Borrower
in respect to the amount of such payment (or any lien, security interest or other collateral securing such obligation).


 




    	 



     


    

 


2. Conversion.


 


(i)
The Lender shall have the option, at any time, to convert the outstanding principal of this Note into fully-paid and non-assessable
shares of Borrower’s Common Stock at fifty percent (50%) discount to the average “Fair Market Value” (the
“Conversion Rate”) but not to exceed Five Cents ($0.05) per share. However, should the Borrower effect a forward split,
the ceiling price of Five Cents ($0.05) per share shall be discounted down according to the split ratio and notwithstanding the
preceding, the ceiling price shall be negotiable at the Lender’s request. “Fair Market Value” on a date shall be
the average of the daily closing prices for the Five (5) consecutive trading days before such date excluding any trades which are
not bona fide arm’s length transactions. The closing price for each day shall be (a) if such security is listed or admitted
for trading on any national securities exchange, the last sale price of such security, regular way, or the mean of the closing bid
and asked prices thereof if no such sale occurred, in each case as officially reported on the principal securities exchange on which
such security are listed, or (b) if quoted on NASDAQ or any similar system of automated dissemination of quotations of securities
prices then in common use the mean between the closing high bid and low asked quotations of such security in the over-the-counter
market as shown by NASDAQ or such similar system of automated dissemination of quotations of securities prices, as reported by any
member firm of the New York Stock Exchange selected by the Lender. If such security is quoted on a national securities or central
market system in lieu of a market or quotation system described above, the closing price shall be determined in the manner set forth
in clause (a) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner
set forth in clause (b) of the preceding sentence if actual transactions are reported.


 


(ii)
In no event shall the Lender be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion
of which the sum of (1) the number of shares of Common Stock beneficially owned by the Lender and its affiliates (other than shares
of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the
unexercised or unconverted portion of any other security of the borrower subject to a limitation on conversion or exercise analogous
to the limitations contained herein) and (2) the number of shares of common stock issuable upon the conversion of the portion of
this note with respect to which the determination of this proviso is being made, which would result in beneficial ownership by the
holder and its affiliates of more than Four Point Nine Nine Per Cent (4.99%) of the outstanding shares of common stock. For purposes
of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with section 13(d) of
the Securities Exchange Act of 1934, as amended (rhe “Exchange Act), and Regulations 13D – G thereunder, except as
otherwise provided in clause (1) of such proviso.


 


(iii)
To exercise any conversion, the holder of this Note shall surrender the Note to the Borrower during usual business hours at the
offices of the Borrower, accompanied by a written notice in the form attached hereto as Exhibit A, Notice of Conversion, and made a
part hereof.


 


(iv)
As promptly as practicable after the surrender of this Note by the Lender, the Borrower shall deliver or cause to be delivered to
the Lender, certificates for the full number of Shares issuable upon conversion of this Note, in accordance with the provisions
hereof, together with a duly executed new Note of the Borrower in the form of this Note for any principal amount not so converted.
Such conversion shall be deemed to have been made at the time that this Note was surrendered for conversion and the notice specified
herein shall have been received by the Borrower.


 




    	 



     


    

 


(v)
The number of shares issuable upon conversion of this Note or repayment by the Borrower in shares shall be proportionately adjusted
if the Borrower shall declare a dividend of capital stock on its capital stock, or subdivide its outstanding capital stock into a
larger number of shares by reclassification, stock split or otherwise, which adjustment shall be made effective immediately after
the record date in the case of a dividend, and immediately after the effective date in the case of a subdivision. The number of
shares issuable upon conversion of this Note or any part thereof shall be proportionately adjusted in the amount of securities for
which the shares have been changed or exchanged in another transaction for other stock or securities, cash and/or any other property
pursuant to a merger, consolidation or other combination. The Borrower shall promptly provide the holder of this Note with notice of
any events mandating an adjustment to the conversion ratio, or for any planned merger, consolidation, share exchange or sale of the
Borrower, signed by the President and Chief Executive Officer of Borrower.


 


(vi)
The Borrower is unconditionally, and without regard to the liability of any other person, liable for the payment and performance of
this Note and such liability shall not be affected by an extension of time, renewal, waiver, or modification of this Note or the
release, substitution, or addition of collateral for this Note. Each person signing this Note consents to any and all extensions of
time, renewals, waivers, or modifications, as well as to release, substitution, or addition of guarantors or collateral security,
without affecting the Borrower’s liabilities hereunder. Lender is entitled to the benefits of any collateral agreement,
guarantee, security agreement, assignment, or any other documents which may be related to or are applicable to the debt evidenced by
this Note, all of which are collectively referred to as “Loan Documents” as they now exist, may exist in the future,
have existed, and as they may be amended, modified, renewed, or substituted.


 





3.
Fees and Requirements for Funding. The Borrower hereby agrees that funding this note is conditioned
on the following:


 


(i)
Two Thousand Five Hundred Dollars ($2,500.00) shall be paid immediately out of the proceeds of this Note to Brinen & Associates,
LLC for legal fees and expenses incurred by the Lender and hereby agreed to be paid by the Borrower


 


(ii)
Eight Thousand Two Hundred Fifty Dollars ($8,250.00) of the proceeds of this Note may be used unconditionally by the
Borrower


 


(iii)
No funding of this Note shall occur until an original signed copy is Brinen & Associates, LLC at 7 Dey Street, Suite 1503, New
York, NY 10007


 


4. Liability
of the Borrower. The Borrower is unconditionally, and without regard to the liability of any other person, liable for the
payment and performance of this Note and such liability shall not be affected by an extension of time, renewal, waiver, or
modification of this Note or the release, substitution, or addition of collateral for this Note. Each person signing this Note
consents to any and all extensions of time,
renewals, waivers, or modifications, as well as to release, substitution, or addition of guarantors or collateral security, without
affecting the Borrower’s liabilities hereunder. Lender is entitled to the benefits of any collateral agreement, guarantee,
security agreement, assignment, or any other documents which may be related to or are applicable to the debt evidenced by this Note,
all of which are collectively referred to as “Loan Documents” as they now exist, may exist in the future, have existed,
and as they may be amended, modified, renewed, or substituted.


 




    	 



     


    

 


5. Representations
and Warranties. The Borrower represents and warrants as follows: (i) the Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware; (ii) the execution, delivery and performance by the Borrower
of this Note are within the Borrower’s powers, have been duly authorized by all necessary action, and do not contravene (A)
the Borrower’s certificate of incorporation or (B) bylaws or (x) any law or (y) any agreement or document binding on or
affecting the Borrower, not otherwise disclosed to the Lender prior to execution of this Note, (iii) no authorization or approval or
other action by, and no notice to or filing with, any governmental authority, regulatory body or third person is required for the
due execution, delivery and performance by the Borrower of this Note; (iv) this Note constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as enforcement hereof may be
limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and subject
to the applicability of general principles of equity; (v) the Borrower has all requisite power and authority to own and operate its
property and assets and to conduct its business as now conducted and proposed to be conducted and to consummate the transactions
contemplated hereby; (vi) the Borrower is duly qualified to conduct its business and is in good standing in each jurisdiction in
which the character of the properties owned or leased by it, or in which the transaction of its business makes such qualification
necessary; (vi) there is no pending or, to the Borrower ‘s knowledge, information or belief, threatened action or proceeding
affecting the Borrower before any governmental agency or arbitrator which challenges or relates to this Note or which may otherwise
have a material adverse effect on the Borrower; (viii) after giving effect to the transactions contemplated by this Note, the
Borrower is Solvent; (ix) the Borrower is not in violation or default of any provision of (A) its certificate of incorporation or
by-laws, each as currently in effect, or (B) any instrument, judgment, order, writ, decree or contract, statute, rule or regulation
to which the Borrower is subject not otherwise disclosed to the Lender prior to the execution of this Note, and (x) this Note is
validly issued, free of any taxes, liens, and encumbrances related to the issuance hereof and is not subject to preemptive right or
other similar right of members of the Borrower, and (xi) the Borrower has taken all required action to reserve for issuance such
number of shares of Common Stock as may be issuable from time to time upon conversion of this Note.


 


6. Covenants. So
long as any principal or interest is due hereunder and shall remain unpaid, the Borrower will, unless the Lender shall otherwise
consent in writing:


 


 (i) Maintain and preserve its existence, rights and privileges;




 


(ii)
Other than a financing (i.e. revolving credit facility, note payable) for up to $100,000, the Company will not incur any
indebtedness, other than indebtedness incurred in the ordinary course of business or outstanding on the date hereof, unless such
indebtedness is subordinated to the prior payment in full of this Note on terms reasonably satisfactory to the Lender;


 


(iii)
Not (i) directly or indirectly sell, lease or otherwise dispose of (A) any of its property or assets other than in its ordinary
course of business or (B) substantially all of its properties and assets, in the aggregate, to any person(s), whether in one
transaction or in a series of transactions over any period of time, (ii) merge into or with or consolidate with any other person or
(iii) adopt any plan or arrangement for the dissolution or liquidation of the Borrower;


 


(iv)
Give written notice to Lender upon the occurrence of an Event of Default (as defined below) or any event but for the giving of
notice or lapse of time, or both, would constitute an Event of Default within five (5) Business Days of such event;


 




    	 



     


    

 


(v)
Not use the proceeds from the issuance of this Note in any way for any purpose that entails a violation of, or is inconsistent with,
Regulation U of the Board of Governors of the Federal Reserve System of the United States of America.


 


 (vi) Comply in all material respects with all applicable laws (whether federal, state or local and whether statutory. administrative or judicial or other) and with every applicable lawful governmental order (whether administrative or judicial);




 


 (vii) Not redeem or repurchase any of its capital stock;




 


(viii)
Not (i) make any advance or loan to any person, firm or corporation, except for reasonable travel or business expenses advanced to
the Company’s employees or independent contractors in the ordinary course of business, or (ii) acquire all or substantially
all of the assets of another entity;


 


(ix)
Not prepay any indebtedness, except for trade payables incurred in the ordinary course of the Borrower’s business;
and


 


(x)
Not take any action which would impair the rights and privileges of this Note set forth herein or the rights and privileges of the
holder of this Note.


 


7. Events
of Default. Each and any of the following shall constitute a default and, after expiration of a grace period, if any, shall
constitute an “Event of Default” hereunder:


 


(i)
the nonpayment of principal, late charges or any other costs or expenses promptly when due of any amount payable under this Note or
the nonpayment by the Borrower of any other obligation to the Lender;


 


(ii)
an Event of Default under this Note (other than a payment default described above), or any other failure of the Borrower to observe
or perform any present or future agreement of any nature whatsoever with Lender, including, without limitation, any covenant set
forth in this Note;


 


(iii)
if Borrower shall commence any case, proceeding or other action: (i) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution, composition or other relief with respect to it or its debts; or (ii) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any substantial part of its property, or the Borrower shall make a
general assignment for the benefit of its creditors; or (iii) there shall be commenced against the Borrower any case, proceeding or
other action of a nature referred to above or seeking issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its property, which case, proceeding or other action results in the entry of any order for
relief or remains undismissed, undischarged or unhanded for a period of sixty (60) days; or (iii) the Borrower shall take any action
indicating its consent to, approval of, or acquiescence in, or in furtherance of, any of the acts set forth; or (iv) the Borrower
shall generally not, or shall be unable to, pay its debts as they become due or shall admit in writing its inability to pay its
debts;


 




    	 



     


    

 


(iv)
any representation or warranty made by the Borrower or any other person or entity under this Note or under any other Loan Documents
shall prove to have been incorrect in any material respect when made;


 


(v)
an event of default or default shall occur and be continuing under any other material agreement, document or instrument binding upon
the Borrower including, without limitation, any instrument for borrowed money in excess of fifty thousand dollars ($50,000) (whether
or not any such event of default or default is waived by the holder thereof) and including, without limitation, under any other
Transaction Document (as defined in the Securities Purchase Agreement);


 


(vi)
the entry of any judgment against Borrower or any of its property for an amount in excess of fifty thousand dollars ($50,000) that
remains unsatisfied for thirty (30) days;


 


(vii)
any material adverse change in the condition or affairs (financial or otherwise) of the Borrower shall occur which, in the sale
opinion of the Lender, increases its risk with respect to loans evidenced by this Note;


 


(viii)
the sale of all or substantially all of the assets, or change in ownership or the dissolution, liquidation, merger, consolidation,
or reorganization of Borrower without the Lender’s prior written consent; or


 


 (ix) the Borrower’s shares of Common Stock are suspended from trading or delisted from trading on the Over the Counter Bulletin Board.




 


8. Lender’s
Rights Upon Default. Upon the occurrence of any Event of Default, the Lender may, at its sole and exclusive option, do any
or all of the following, either concurrently or separately: (a) accelerate the maturity of this Note and demand immediate payment in
full, whereupon the outstanding principal amount of the Note and all obligations of Borrower to Lender, together with accrued
interest thereon and accrued charges and costs, shall become immediately due and payable without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived; and (b) exercise all legally available rights and
privileges.


 


9. Default
Interest Rate. Upon an Event of Default, without any further action on the Part of Lender, interest will thereafter accrue
at the rate equal to the lesser of (i) 15% per annum or (ii) the highest rate permitted by applicable law, per annum (the Default
Rate”), until all outstanding principal, interest and fees are repaid in full by Borrower.


 


10.
Security. This Note shall be secured by the following (each, a “Security Document”): (a) a security interest
in any and all of Borrower’s tangible or intangible assets, including any and all intellectual property, already acquired or hereinafter
acquired, including but not limited to: machinery, inventory, accounts receivable, cash, computers, hardware, etc. (the “Property”);
(b) a security agreement executed by Borrower granting a seniority interest in the Property; and (c) a personal continuing guaranty signed
and executed by Lloyd Spencer in favor of Lender.


 


11.
Usury. In no event shall the amount of interest paid or agreed to be paid hereunder exceed the highest lawful rate permissible
under applicable law. Any excess amount of deemed interest shall be null and void and shall not interfere with or affect the Borrower’s
obligation to repay the principal of and interest on the Note. This confirms that the Borrower and, by its acceptance of this Note, the
Lender intend to contract in strict compliance with applicable usury laws from time to time in effect. Accordingly, the Borrower and
the Lender stipulate and agree that none of the terms and provisions contained herein shall ever be construed to create a contract to
pay, for the use or forbearance of money, interest in excess of the maximum amount of interest permitted to be charged by applicable
law from time to time in effect.


 




    	 



     


    

 


 12. 
No Prepayment. This Note may not he prepaid in whole or in part, at any time, without the prior written consent of the
Lender.




 


13.
Costs of Enforcement. Borrower hereby covenants and agrees to indemnify, defend and hold Lender harmless from and against
all costs and expenses, including reasonable attorneys’ fees and their costs, together with interest thereon at the Prime Rate,
incurred by Lender in enforcing its rights under this Note; or if Lender is made a party as a defendant in any action or proceeding arising
out of or in connection with its status as a lender, or if Lender is requested to respond to any subpoena or other legal process issued
in connection with this Note; or reasonable disbursements arising out of any costs and expenses, including reasonable attorneys’
fees and their costs incurred in any bankruptcy case; or for any legal or appraisal reviews, advice or counsel performed for Lender following
a request by Borrower for waiver, modification or amendment of this Note or any of the other Loan Documents.


 


14. Governing
Law. This Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors
and assigns; provided that the Borrower may not assign this Note, in whole or in part, by operation of law or otherwise, without the
prior written consent of the Lender. The Lender may assign or otherwise participate out all or part of, or any interest in, its rights
and benefits hereunder and to the extent of such assignment or participation such assignee shall have the same rights and benefits against
the Borrower as it would have had if it were the Lender. This Note, and any claims arising out of relating to this Note, whether in contract
or tort, statutory or common law, shall be governed exclusively by, and construed in accordance with the laws of the State of Georgia
without regard to principles of conflicts of laws.


 


15. Jurisdiction. THE
BORROWER CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS NOTE, OR
ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH SHALL BE BROUGHT EXCLUSIVELY IN ANY COURT OF THE
STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE BORROWER, BY THE EXECUTION AND
DELIVERY OF THIS NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH
ACTION OR PROCEEDINGS. THE BORROWER AGREES THAT PERSONAL JURISDICTION OVER IT MAY BE OBTAINED BY THE DELIVERY OF A SUMMONS BY
PERSONAL DELIVERY OR OVERNIGHT COURIER AT THE ADDRESS PROVIDED IN SECTION 15 OF THIS NOTE. ASSUMING DELIVERY OF THE SUMMONS IN
ACCORDANCE WITH THIS PROVISION, THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY ALLEGED LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON-CONVENIENS OR ANY SIMILAR BASIS.


 




    	 



     


    

 


16. Miscellaneous. (a)
Borrower hereby waives protest, notice of protest, presentment, dishonor, and demand. (b) Time is of the essence for each of
Borrower’s covenants under this Note. (c) The rights and privileges of Lender under this Note shall inure to the benefit of
its successors and assigns. All obligations of Borrower in connection with this Note shall bind Borrower’s successors and
assigns, and Lender’s conversion rights shall succeed to any successor securities to Borrower’s common stock. (d) If any
provision of this Note shall for any reason be held to be invalid or unenforceable, such invalidity or un enforceability shall not
affect any other provision hereof, but this Note shall be construed as if such invalid or unenforceable provision had never been
contained herein. (e) The waiver of any Event of Default or the failure of Lender to exercise any right or remedy to which it may be
entitled shall not be deemed a waiver of any subsequent Event of Default or Lender’s right to exercise that or any other right
or remedy to which Lender is entitled. No delay or omission by Lender in exercising, or failure by Lender to exercise on anyone or
more occasions, shall be construed as a waiver or novation of this Note or prevent the subsequent exercise of any or all such
rights. (f) This Note may not be waived, changed, modified, or discharged orally, but only in writing.


 


17.
Notice, Etc. Any notice required by the provisions of this Note will be in writing and will be deemed effectively given: (a) upon
personal delivery to the party to be notified; (b) when sent by confirmed telex or facsimile if sent during normal business hours of
the recipient; if not, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt, and delivered as follows:


 


If
to the Borrower:


Lloyd Spencer


President
and CEO


CoroWare, Inc.,


4056
148th Avenue NE


Redmond, Washington 98052


 


If
to Lender:


 


Barclay
Lyons, LLC


c/o
Brinen & Associates, LLC


7 Dey Street, Suite 1503


New York, NY 10007


 





or,
as to each party, at such other address as shall be designated by such party in a written notice to the other parties.


 


18.
Definitions. As used herein, the term “Solvent” shall mean, with respect to any person or entity on a particular date,
that on such date (i) the fair value of the property of such person or entity is not less than the total amount of the liabilities of
such person or entity, (ii) the present fair salable value of the assets of such person or entity is not less than the amount required
to pay the probable liability on such person’s existing debts as they become absolute and matured, (iii) such person or entity
is able to realize upon its assets and pay its debts and other liabilities, (iv) such person or entity does not intend to, and does not
believe that it will, incur debts or liabilities beyond such person or entity’s ability to pay as such debts and liabilities mature
and (v) such person or entity is not engaged in business or a transaction, and is not about to engage in a business or a transaction,
for which such person’s or entity’s property would constitute unreasonably small capital. As used herein, the term “Securities
Purchase Agreement,” shall mean the Securities Purchase Agreement dated the date hereof among the Borrower, the Lender and the
other purchasers identified therein.





 


(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK/


 


(SIGNATURE
PAGE TO FOLLOW.I


 




    	 



     


    

 





IN
WITNESS WHEREOF, the undersigned has executed this Secured Convertible Promissory Note as of the date first set forth above.








 





	 	CoroWare Inc.,
	 	 	 
	 	/s/ Lloyd Spencer
	 	By:	Lloyd Spencer
	 	 	President & CEO


 







    	 



     


    

 





EXHIBIT
A


 


NOTICE OF CONVERSION


 


(to
be signed upon conversion of the Note)


 


TO:
CoroWare; Inc.:


 


The
undersigned, the holder of the foregoing Note, hereby surrenders such Note for conversion into shares of Common Stock of CoroWare, Inc.,
and requests that the certificates for such shares be issued in the name of _________________ and delivered
to, _________________, whose address is __________________________


 


	Dated:	 	 	 
	 	 	 	 
	 	 	 	 

    

    

	 	 	 	(signature)
	 	 	 	 
	 	 	 	 

    

    

	 	 	 	 
	 	 	 	 
	 	 	 	 

    

    

	 	 	 	 
	 	 	 	(address)