Unassociated Document


     

    Exhibit
10.11 

     

    NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

     

    US$500,000.00                                                                                              April
12, 2010

     

    BEST
PLASTICS, LLC

     

    AND

     

    MICHAEL
BOHBOT

     

    CONVERTIBLE
PROMISSORY NOTE

     

    Due
October 11, 2010

     

    FOR VALUE
RECEIVED, the adequacy of which is hereby acknowledged, Best Plastics, LLC, a
limited liability company organized under the laws of the state of New Jersey
(the “Company”), and
Michael Bohbot (Michel Buchbot, Michel Buchbut, Aliases), individually, hereby
promise unconditionally to pay to Modern Medical Modalities Corporation, a
company organized under the laws of the State of New Jersey (including any
successor or permitted transferee hereunder, the “Holder”) in lawful
money of the United States of America (“Dollars” or “US$”) and in
immediately available funds, the principal sum of Five Hundred Thousand Dollars
(US$500,000.00) on the Maturity Date, as hereinafter defined, and to pay
interest on such principal amount of this Unsecured Convertible Promissory Note
(the “Note”).

     

    1. Principal.  The
Company, and Michael Bohbot, individually, agree that the Holder, and any other
investor(s) that the Holder may include, collectively, have the right to
increase the principal amount of this Note from $500,000.00 to $1,000,000.00
before the Maturity Date. Unless earlier repaid or otherwise converted in full,
the entire unpaid principal amount of this Note shall be paid on the Maturity
Date.  Promptly following the payment in full of this Note, the Holder
shall surrender this Note to the Company for cancellation.

     

    2. Allocation.   Except
as otherwise provided herein, all payments made hereunder (whether in prepayment
or otherwise) shall be applied first against any sums incurred by the Holder for
the payment of any expenses in enforcing the terms of this Note, then against
any interest then due hereunder and finally against principal.

     

    3. Interest. Interest on
the Note shall accrue at a rate of six percent (6%) per annum from the date of
this Note.  Interest shall be computed on the basis of a 360-day year
applied to actual days elapsed. The rate of interest payable under the Note from
time to time shall in no event exceed the maximum rate, if any, permissible
under applicable law.  All payments of Interest shall be made in cash
or in Membership Interests of the Company’s in connection with and at such time
as each conversion of the Note occurs at the option of the Holder.

     

    4. Payments and
Redemption.  All payments to be made by the Company in respect
of this Note shall be made in U.S. Dollars by wire transfer to an account
designated by the Holder by written notice to the Company.  If the due
date of any payment in respect of this Note would otherwise fall on a day that
is not a Business Day, such due date shall be extended to the next succeeding
Business Day.  All amounts payable under this Note shall be paid free
and clear of, and without reduction by reason of, any deduction, setoff, or
counterclaim. All payments to be made by the Company shall be collateralized
with all the assets of Best Plastics, LLC, and further secured with a personal
guaranty from Michael Bohbot.  The assets to collateralize and secure
the Note shall include 100% of the total ownership of Best Plastics, LLC, and
Michael Bohbot hereby declares and agrees that he is the sole owner of the
Company. The Holder acknowledges that in the event of a claim, it would have a
second lien position after Coral Capital Solutions.

     

    5. Conversion of
Notes.  This Note shall be convertible by the Holder into
membership interests of the Company (the “Membership
Interests”) on the terms and conditions set forth in this Section
5.

     

    (a) At any
time or times on or after the Issuance Date, the Holder shall be entitled to
convert, at the Holder’s sole option, any portion of the outstanding and unpaid
Conversion Amount (as defined below) into fully paid and nonassessable
Membership Interests, at the Conversion Rate (as defined below).

     

    (b) Conversion Rate. For
each $100,000.00 of the Note that is converted, the Company shall immediately
issue five percent (5%), of its fully-diluted Membership Interests to Holder
(the “Conversion
Rate”). If the remaining amount or balance of the Note that is being
converted represents a fractional amount of $100,000.00, the Company shall
immediately issue the prorata percent of five percent (5%) equal to the
fractional amount of $100,000.000 being converted divided by $100,000.00 times
5%, of its fully-diluted Membership Interests to Holder (the “Conversion Rate”).
For example, if the fractional amount of the $100,000.00 of the Note that is
being converted is $50,000.00, the percent of Membership Interests issued to the
Holder would be equal to $50,000.00 divided by $100,000.00 times 5%, or
2.5%.

     

    (i) “Conversion Amount”
means the sum of (A) the portion of the principal to be converted, redeemed or
otherwise with respect to which this determination is being made, and (B)
accrued and unpaid interest with respect to such principal, if any.

     

    (c) Mechanics
of Conversion

     

    (i) Optional
Conversion.  To convert any Conversion Amount into Membership
Interests on any date (a “Conversion Date”),
the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt
on or prior to 11:59 p.m., Eastern Standard Time, on such date, a copy of an
executed notice of conversion in the form attached hereto as

     

    (ii) Exhibit I (the “Conversion Notice”)
to the Company and (B) surrender this Note to a common carrier for delivery to
the Company as soon as practicable on or following such date (or an
indemnification undertaking with respect to this Note in the case of its loss,
theft or destruction), however, until this Note is converted or repaid in full
the Holder shall not be required to surrender this Note and the Company shall
record all such conversions in its internal records.  On or before the
second (2nd)
Business Day following the date of receipt of a Conversion Notice, the Company
shall transmit by facsimile a confirmation of receipt of such Conversion Notice
to the Holder.  If this Note is physically surrendered for conversion
and the outstanding principal amount of this Note is greater than the principal
portion of the Conversion Amount being converted, then the Company shall as soon
as practicable and in no event later than three (3) Business Days after receipt
of this Note and at its own expense, issue and deliver to the holder a new Note
representing the outstanding principal amount not converted.  The
person or persons entitled to receive the Membership Interests issuable upon a
conversion of this Note shall be treated for all purposes as the record holder
or holders of such Membership Interests on the Conversion Date.  In
the event of a partial conversion of this Note pursuant hereto, the principal
amount converted shall be deducted from the outstanding principal amount for
purposes of calculating interest payments due on the Note pursuant to Section
3.

     

    (iii) Delivery of
Certificates.  On or before the third (3rd) Business Day
following the date of receipt of a Conversion Notice, the Company shall issue
and deliver to the address as specified in the Conversion Notice, a membership
certificate, registered in the name of the Holder or its designee, for the
number of Membership Interests to which the Holder shall be
entitled.

     

    6. Rights Upon Issuance of
Purchase Rights.  The Company, and Michael Bohbot,
individually, represent that Michael Bohbot owns 100% of the Company’s
Membership Interests, and agree that the Company and Michael Bohbot shall obtain
written approval from the Holder before they grant, issue or sell any options,
securities convertible into Membership Interests, or rights to purchase
Membership Interests, securities or any other of the Company’s properties or
assets. If at any time the Company grants, issues or sells any options,
securities convertible into Membership Interests, or rights to purchase
Membership Interests, securities or other property pro rata to the members of
the Company (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of Membership Interests acquirable
upon complete conversion of this Note immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Membership
Interests are to be determined for the grant, issue or sale of such
Purchase Rights.  

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    7. Adjustment Upon Issuance Of
Membership Interests.    If the Company issues or
sells, or in accordance with this Section 7 is deemed to have issued or sold,
any additional Membership Interests as a price lower than the applicable
Conversion Rate (a “Dilutive Issuance”), then the Conversion Rate shall be
adjusted accordingly, only if such Conversion Rate is more favorable to the
Holder.

     

    8. Noncircumvention.  The
Company hereby covenants and agrees that the Company will not, by amendment of
its Articles of Organization, corporate charter or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Note, and will
at all times in good faith carry out all of the provisions of this Note and take
all action as may be required to protect the rights of the Holder of this
Note.

     

    9. Representations and
Warranties and Covenants of the Company.

     

    Representations and
Warranties of the Company.  As a material inducement of the
Holder to purchase this Note the Company hereby represents to the Holder as
follows:

     

    (i) Organization and
Standing.  The Company is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
New Jersey, has full power to carry on its respective business as and where such
business is now being conducted and to own, lease and operate the properties and
assets now owned or operated by it and is duly qualified to do business and is
in good standing in each jurisdiction where the conduct of its business or the
ownership of its properties requires such qualification.

     

    (ii) Authority.  The
execution, delivery and performance of this Note by the Company and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors or Managers of the Company.

     

    (iii) No
Conflict.  The execution, delivery and performance of this Note
and the consummation of the transactions contemplated hereby do not (A) violate
or conflict with the Company’s Articles of Organization or corporate charter,
(B) conflict with or result (with the lapse of time or giving of notice or both)
in a material breach or default under any material agreement or instrument to
which the Company is a party or by which the Company is otherwise bound, (C)
violate any order, judgment, law, statute, rule or regulation applicable to the
Company, except where such violation, conflict or breach would not have a
material adverse effect on the Company or (D) trigger any change of control
clause in any employment agreement, membership interest equivalent or other
agreement.  This Note when executed by the Company will be a legal,
valid and binding obligation of the Company enforceable in accordance with its
terms (except as may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws and equitable principles relating to or limiting
creditors’ rights generally).

     

    (iv) Litigation and Other
Proceedings.  There are actions, suits, proceedings or
investigations pending or, to the knowledge of the Company, threatened against
the Company at law or in equity before or by any court or Federal, state,
municipal or their governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign which could materially adversely affect the
Company.  The Company is not subject to any continuing order, writ,
injunction or decree of any court or agency against it which would have a
material adverse effect on the Company. In the event of any litigation or other
proceedings outstanding, Michael Bohbot, individually, assumes full
responsibility and agrees to indemnify the Company and Holder from any
liabilities including but not limited by his entire equity ownership holdings in
the Company.

     

    (v) Financial
Statements.  The Company agrees to make available to the Holder
its financial statements for its last two fiscal years (collectively, the “Company Financial
Statements”). Since the most recent Company Financial Statement date,
there has been no circumstance, change in or effect on the Company that,
individually or in the aggregate with any other circumstance, changes in or
effects on the Company, is, or would reasonably be expected to be materially
adverse to the assets, business, operation, condition (financial or otherwise)
or results of operations of the Company. The Company also agrees to give the
Holder access to, and rights to review, its financial records, and to joint
decision making authority for all financial decisions made by the Company until
this note is satisfied or a new, mutually agreed upon management services or
other agreement is executed.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (b) Affirmative Covenants of the
Company.  Until all principal and interest and any other
amounts due and payable under this Note have been paid or converted in full, the
Company shall:

     

    (i) provide
prompt written notice to the Holder of:  (i) the occurrence of any
Event of Default, or any event which with the giving of notice or lapse of time,
or both, would constitute an Event of Default, hereunder, and (ii) any issuance
of additional debt (subject to the limitations contained herein) which may be
senior to or pari passu with the indebtedness evidenced by this
Note;

     

    (ii) do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business;

     

    (iii) maintain,
with financially sound and reputable insurance companies, customary insurance
for its insurable properties, all to such extent and against such risks,
including fire, casualty, fidelity, business interruption and other risks
insured against by extended coverage, as is customary with companies in the same
or similar businesses operating in the same or similar locations;

     

    (iv) use the
proceeds from the Note for working capital (“Use of
Proceeds”).

     

    10. Transferability.  This
Note (and the shares of Membership Interests issuable upon conversion hereof)
may be transferred by the Holder to any person or entity provided that such
transfer complies with all applicable securities laws, including delivery to the
Company of an appropriate legal opinion or other evidence
thereof.  Such transfer may be made without any restriction other than
compliance with all applicable securities laws.

     

    11. Events of
Default.  The term “Event of Default” as
used herein means any one of the following events (whatever the reasons of such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body):

     

    (a) Payments.  Any
failure by the Company to pay in full the principal due under the Note on the
Maturity Date;

     

    (b) Breach of Representation and
Warranty or Covenant under this Note.  Any material breach of
any of the Company’s representations and warranties hereunder, or any failure by
the Company to observe any covenant or agreement on its part contained in this
Note for, to the extent curable, a period of more than ten (10) Business Days
after notice thereof in writing from the Holder (other than a failure to make
payments hereunder, which shall not be subject to any grace
period);

     

    (c) Breach of Representation and
Warranty or Covenant under any other transaction document.  The
material breach of any provision of, or the failure of performance of any of the
terms, conditions or covenants under any other document executed and/or
delivered in connection with this Note or otherwise furnished to Payee in
connection with the debt evidenced by this Note;

     

    (d) Default under Any Other
Outstanding Note.  Any occurrence of an “Event of Default”
under any other outstanding note, unless subsequently “cured” by the
Company;

     

    (e) Failure to Timely Issue and
Deliver Membership Certificates. Any failure by the Company to issue and
deliver within three (3) Business Days following the date of receipt of a
Conversion Notice, a certificate, registered in the name of the Holder or its
designee, for the number of Membership
Interests to which the Holder is entitled;

     

    
      
        
        

      

      
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    (f) Insolvency.  (i)  The failure by
the Company generally to pay its debts as they become due (other than unsecured
trade accounts payable paid in the ordinary course of business);

     

    (ii) The entry
of a decree or order by a court having jurisdiction in the premises adjudging
the Company bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect
of the Company under applicable bankruptcy law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator or similar official of the Company
or affecting a substantial part of the property of the Company, or ordering the
winding up or liquidation of the affairs of the Company, and the continuance of
any such decree or order unstayed and in effect for a period of sixty (60)
consecutive days; or

     

    (iii) The
institution by the Company of proceedings to be adjudged as bankrupt or
insolvent, or the consent by the Company to the institution of bankruptcy or
insolvency proceedings against it, or the filing by the Company of a petition or
answer or consent seeking reorganization or relief under applicable bankruptcy
law, or the consent by the Company to the filing of such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or affecting a substantial part of the property
of the Company, or the making by the Company of an assignment for the benefit of
creditors, or the admission by the Company of inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of such action.

     

    (g) Use of
Proceeds.  If any funds provided to the Company pursuant to the
Note are not used substantially as set forth in Section 9(iv).

     

    12. Acceleration of
Note.  If an Event of Default occurs and is continuing, then
and in every such case the Holder may declare the Aggregate Note Amount to be
due and payable immediately, by a notice in writing to the Company, and upon any
such declaration such Aggregate Note Amount shall become immediately due and
payable.  Notwithstanding the foregoing, if an Event of Default
referenced in paragraphs (f)(ii) or (f)(iii) of Section 11 occurs,
the Aggregate Note Amount shall automatically become due and payable immediately
without any declaration or other action on the part of the Holder, all of which
are hereby expressly waived by the Company. Notwithstanding the foregoing, if an
Event of Default referenced in paragraph (d) of Section 11 occurs,
the Aggregate Note Amount shall not become due and payable until any holder of
any other outstanding note commences a legal action in a court of competent
jurisdiction with respect to payment of the note.  At any time after
the Aggregate Note Amount shall become immediately due and payable as a result
of an acceleration thereof, and before a decree or judgment for payment of the
money due has been obtained, the Holder may, by written notice to the Company,
rescind and annul such acceleration and its consequences.  Further,
the Company agrees to pay all fees, costs and expenses, including reasonable
attorneys’ fees and legal expenses, incurred by the Holder in endeavoring to
collect any amounts payable hereunder which are not paid when due, whether by
acceleration or otherwise.


     

    13. Definitions.  The
following terms shall have the meanings set forth below:

     

    “Aggregate Note
Amount” means, at any time, the aggregate unpaid principal amount
outstanding under this Note at such time, together with all accrued but unpaid
interest then outstanding.

     

    “Business Day” means a
day other than Saturday, Sunday, or any day on which the banks located in the
State of New Jersey are authorized or obligated to close.

     

    “Issuance Date” means
April 12, 2010.

     

    “Maturity Date” means
October 11, 2010, if this Note has not been earlier repaid or satisfied in
full.

     

    “Person” means any
person or entity of any nature whatsoever, specifically including an individual,
a firm, a company, a corporation, a partnership, a limited liability company, a
trust or other entity.

     

    14. Delay or Omission Not A
Waiver.  No delay or omission of the Holder in exercising any
right, power or privilege hereunder shall impair such right, power or privilege
or be a waiver of any default or an acquiescence therein; and no single or
partial exercise of any such right or power shall preclude other or further
exercise thereof, or the exercise of any other right; and no waiver shall be
valid unless in writing signed by Holder, and then only to the extent
specifically set forth in such writing.  All rights and remedies
hereunder or by law afforded shall be cumulative and shall be available to
Holder until the principal amount of and all interest on this Note have been
paid in full.

     

    
      
        
        

      

      
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    15. Binding
Effect.  All terms and conditions of this Note and all
covenants of the Company in this Note shall be binding upon the Company, and
Michael Bohbot, individually, and its successors and permitted
assigns.  This Note shall inure to the benefit of the Holder and its
successors and assigns, and any subsequent holder of this Note.

     

    16. Delegation.  The
Company, and Michael Bohbot, individually, may not delegate any of its
obligations hereunder without the prior written consent of the
Holder.

     

    17. Waiver of
Demand.  The Company, and Michael Bohbot, individually, waive
demand, presentment for payment, notice of dishonor, protest, notice of protest,
and notice of non-payment of this Note.

     

    (a) Notices.  Any
notice, demand, offer, request or other communication required or permitted to
be given pursuant to the terms of this Note shall be in writing and shall be
deemed effectively given the earlier of (i) when received, (ii) when
delivered personally, (iii) on the Business Day on which notice is
delivered by facsimile (with receipt of appropriate confirmation), (iv) one
Business Day after being deposited with an overnight courier service, or
(v) four days after being deposited in the U.S. mail, First Class with
postage prepaid, and addressed to the recipient at the address set forth below
unless another address is provided to the other party in writing:

     

    
      	
              if to
      Company, to:

              Best
      Plastics, LLC

              __________________

              __________________

               

              Attn:           Michael
      Bohbot, _____

              Fax:           (___)
      ________

               

            
	
              if to Holder,
      to:

              Modern
      Medical Modalities Corporation

              439
      Chestnut Ave.

              Union
      New Jersey 07083

               

              Attn:
      Barry Hayut

              Fax:

            


    

     

                18. Amendments, Waivers or
Termination.  Neither this Note nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.

     

    19. Defenses.  The
obligations of the Company, and Michael Bohbot, individually, under this Note
shall not be subject to reduction, limitation, impairment, termination, defense,
set-off, counterclaim or recoupment for any reason.

     

    20. Attorneys’ and Collection
Fees.  Should the indebtedness evidenced by this Note or any
part hereof be collected at law or in equity or in bankruptcy, receivership or
other court proceedings, the Company agrees to pay, in addition to the principal
and interest due and payable hereon, all costs of collection, including
reasonable attorneys’ fees and expenses, incurred by the Holder or its agent in
collecting or enforcing this Note.

     

    21. Governing
Law.  The validity of this Note, the construction of its terms,
and the rights of the Company, and Michael Bohbot, individually, and Holder
shall be determined in accordance with the laws of the State of New Jersey,
excluding any principles of conflicts of laws that would refer the choice of law
to another jurisdiction.

     

    
      
        
        

      

      
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    22. Consent to Jurisdiction and
Venue. Each party hereto hereby irrevocably and unconditionally submits
to the jurisdiction and venue of state court sitting in the State of New Jersey
and irrevocably agrees that all actions or proceedings arising out of or
relating to this Note shall be litigated exclusively in such
court.  Each party hereto agrees not to commence any legal proceeding
related hereto or thereto except in such court.  Each party hereto
irrevocably waives any objection which it may now or hereafter have to the
laying of the venue of any such proceeding in any such court and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum. Each party hereto consents to process
being served in any such action or proceeding by mailing a copy thereof by
registered or certified mail.

     

    23. Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS NOTE.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OF THE OTHER PARTIES HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT ANY OF THE OTHER PARTIES WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
23.

     

    IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its duly
authorized officer and this Note to be dated April 12, 2010.

     

    
      
        
          	 
      	
                  COMPANY: BEST PLASTICS,
      LLC

                
	 
      	 
      
	 
      	
                  By:
      _________________________________

                
	 
      	 
      
	 
      	
                  Name:
      ___________________________

                
	 
      	 
      
	 
      	
                  Title:
      ________________________

                
	 
      	 
      
	 
      	
                  Michael
      Bohbot, Individual.

                
	 
      	 
      
	 
      	
                  By:
      _____________________________

                
	 
      	 
      
	 
      	
                  Name:
      ___________________________

                
	 
      	 
      
	 
      	
                  Title:
      ________________________

                


        

      

    

    
       

    

    [SIGNATURE
PAGE TO PROMISSORY NOTE]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
I

       

      BEST
PLASTICS, LLC

       

      CONVERSION
NOTICE

       

      Reference
is made to the Convertible Note (the “Convertible Note”)
issued to the undersigned by Best Plastics, LLC (the “Company”).  In
accordance with and pursuant to the Note, the undersigned hereby elects to
convert the Conversion Amount (as defined in the Note) of the Note indicated
below into Membership Interests (the “Membership
Interests”) of the Company, as of the date specified below.

       

      
        	
                Date
      of Conversion:

              	 
      
	 	 
	
                Aggregate
      Conversion Amount to be converted:

              	 
      
	 	 
	
                Please
      confirm the following information:

              
	 
	
                Conversion
      Rate:

              	 
      
	 	 
	
                Number
      of Membership Interests to be issued:

              	 
      
	 	 
	
                Please
      issue the Membership Interests into which the Note is being converted in
      the following name and to the following address:

              
	 
	
                Issue
      to:

              	 
      
	 
      	 
      	 
      
	 
      	 
      
	 	 
	
                Facsimile
      Number:

              	 
      
	 	 
	
                Authorization:

              	 
      
	 	 
	
                By:

              	 
      
	 	 
	
                Title:

              	 
      
	 	 
	
                Dated:

              	 
      
	 	 
	
                Account
      Number:

              	 
      
	
                  (if
      electronic book entry transfer)

              	 
      
	 	 
	
                Transaction
      Code Number:

              	 
      
	
                  (if
      electronic book entry transfer)