ex10-2.htm


    Exhibit
10.2

     

    THIS
NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE
“SECURITIES”)
HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT” OR THE
“SECURITIES
ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY
THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES
LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS
NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS
OTHERWISE PROVIDED BELOW).

     

    CONVERTIBLE
PROMISSORY NOTE

     

    
      	
              $190,000

            	
              Effective
      March 5, 2010 

            


    

     

    FOR VALUE
RECEIVED, CLX Medical, Inc.,
formerly CLX Investment Company, Inc., a Colorado Corporation (the “Company”),
having an address of 29970 Technology Drive, Suite 203, Murrieta, California
92563, hereby promises to pay to the order of Michael Chavez, an individual,
and/or assigns (the “Holder”),
at the offices of Holder at 10713 RR 620 North, Bldg. F Suite 620, Austin, Texas
78726, or such other place as may be designated by Holder to the Company in
writing, the aggregate principal amount of One Hundred and Ninety Thousand
Dollars ($190,000), together with interest on the unpaid principal amount
hereof, upon the terms and conditions hereinafter set forth.

     

    
      	
              1.

            	
              Loan Amount.  This Convertible
      Promissory Note (this “Note”, “Promissory Note” or “Agreement”) evidences the loan of One Hundred
      and Fifty Thousand Dollars ($190,000), from the Holder to the Company
      on December 19, 2005 (hereinafter referred to as the “Loan” or the “Principal”). This Note amends, replaces and
      supersedes the December 19, 2005 Promissory Note by and between the
      Company and the Holder in the original amount of $200,000 (the “Prior Note”), which Prior Note was due and
      payable on December 19, 2007. 

            
	 
      	 
      	 
      
	
              2.

            	
              Payment Terms.  The Company promises to pay
      to Holder the balance of Principal, together with accrued and unpaid
      interest (which shall accrue until paid by the Company, converted into
      shares as provided below, or the Maturity Date), on December 31, 2010
      (the “Maturity Date”), unless this Note is earlier
      prepaid as herein provided or earlier converted into Common Stock (as
      hereinafter defined) of the Company pursuant to Sections 4 hereof. 
      All payments hereunder shall be made in lawful money of the United States
      of America.  Payment shall be credited first to the accrued interest
      then due and payable and the remainder to Principal.

            
	 
      	 
      	 
      
	
              3.

            	
              Interest.  Interest on the outstanding
      portion of Principal of this Note shall accrue at a rate of eight percent
      (8%) per annum.  All past-due principal and interest (which failure
      to pay such amounts shall be defined herein as an "Event of Default") shall bear interest at the
      rate of fifteen percent (15%) per annum until paid in full. All
      computations of interest shall be made on the basis of a 360-day year for
      actual days elapsed.  Such interest shall accrue and be paid upon the
      Maturity Date of the Loan.

            


    

    


    
      	 
      	
              a.

            	
              Notwithstanding
      any provision in this Note, the total liability for payments of interest
      and payments in the nature of interest, including all charges, fees,
      exactions, or other sums which may at any time be deemed to be interest,
      shall not exceed the limit imposed by the usury laws of the State of
      Colorado or the applicable laws of the United States of America, whichever
      shall be higher (the “Maximum
Rate”).

            


    

    


    
      	 
      	
              b.

            	
              In
      the event the total liability for payments of interest and payments in the
      nature of interest, including, without limitation, all charges, fees,
      exactions or other sums which may at any time be deemed to be interest,
      which for any month or other interest payment period exceeds the Maximum
      Rate, all sums in excess of those lawfully collectible as interest for the
      period in question (and without further agreement or notice by, among or
      to the Holder the undersigned) shall be applied to the reduction of the
      principal balance, with the same force and effect as though the
      undersigned had specifically designated such excess sums to be so applied
      to the reduction of the principal balance and the Holder had agreed to
      accept such sums as a premium-free prepayment of principal; provided,
      however, that the Holder may, at any time and from time to time, elect, by
      notice in writing to the undersigned, to waive, reduce or limit the
      collection of any sums in excess of those lawfully collectible as interest
      rather than accept such sums as a prepayment of the principal
      balance.  The undersigned does not intend or expect to pay nor
      does the Holder intend or expect to charge, accept or collect any interest
      under this Note greater than the Maximum
Rate.

            


    

      

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    
      	 
      	
              c.

            	
              If
      any payment of principal or interest on this Note shall become due on a
      Saturday, Sunday or any other day on which national banks are not open for
      business, such payment shall be made on the next succeeding Business Day.
      "Business Day" means a day other than (i) a
      Saturday, (ii) a Sunday or (iii) a day on which commercial banks in
      Austin, Texas, are authorized or required to be closed for
      business.

            


    

     

    
      	
              4.

            	
              Option to Convert this
      Note.

            	 
      


    

     

    
      	 
      	
              a.

            	
              At
      any time prior to the Maturity Date or prior to payment in full by the
      Company, Holder shall have the option to convert the unpaid principal
      balance of this Promissory Note, together with all accrued interest
      (subject to Section 4(k) below), into shares of common stock (the “Shares” and the “Common Stock”) of the Company (the “Conversion Option”) at the Conversion Price
      (each a “Conversion”).  The “Conversion Price” shall be equal to 20% of the
      average Closing Price of the Company’s Common Stock during the Conversion
      Pricing Trading Days (the “Conversion Pricing Period”) prior to the
      Conversion Date.  “Closing Price” means the closing
      sales price of the Company’s Common Stock on the Pink Sheets trading
      market or the Over-The-Counter Bulletin Board or on the principal
      securities exchange or other securities market on which the Common Stock
      is then being traded (the “Market”), as reported by, or based upon data
      reported by, the National Quotation Bureau, Inc. or Bloomberg L.P. or an
      equivalent reliable reporting service (“Bloomberg”). “Conversion Pricing Trading Days” shall mean the last
      Five (5) days on which the Common Stock is traded for any period on the
      Market prior to the Conversion Date, provided that if the Common Stock has
      not traded on any Market during at least five (5) days during the past ten
      (10) Business Days (the “Ten Day Period”) prior to the Conversion Date,
      the Conversion Pricing Trading Days shall equal the days on which the
      Common Stock was traded during such Ten Day Period, or in the event that
      the Common Stock has not traded on any Market during the Ten Day Period,
      the Conversion Pricing Trading Days shall only equal the last day the
      Company’s Common Stock traded on the Market prior to the Conversion
      Date.

            
	 
      	 
      	 
      
	 
      	
              b.

            	
              In
      order to exercise this Conversion Option, the Holder shall surrender this
      Promissory Note to the Company, accompanied by written notice of its
      intentions to exercise this Conversion Option, which notice shall set
      forth the principal amount of this Promissory Note to be converted and
      shall be in the form of Exhibit A,
      attached hereto (“Notice of Conversion”). The date that the
      Company receives the Notice of Conversion shall be defined as the “Conversion Date.” Within ten (10) Business
      Days of the Company’s receipt of the Notice of Conversion and this Note,
      the Company shall deliver or cause to be delivered to the Holder, written
      confirmation that the Shares have been issued in the name of the Holder
      (the “Share Delivery Deadline”);

            
	 
      	 
      	 
      
	 
      	
              c.

            	
              In
      the event of the exercise of the Conversion Option, Holder shall cooperate
      with the Company to promptly take any and all additional actions required
      to make Holder a stockholder of the Company including, without limitation,
      in connection with the issuance of the Shares, such representations as to
      financial condition, investment intent and sophisticated investor status
      as are reasonably required by counsel for the Company. Holder shall be
      deemed to have automatically re-certified the Representations (defined
      below) at such time or times as Holder exercises its Conversion Option as
      provided herein, and the Company shall be able to rely on such
      re-certification for all purposes;

            


       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      	 
      	 
      	 
      
	 
      	
              d.

            	
              The
      Company shall at all times take any and all additional actions as are
      necessary to maintain the required authority to issue the Shares to the
      Holder, in the event the Holder exercises its rights under the Conversion
      Option;

            
	 
      	 
      	 
      
	 
      	
              e.

            	
              Payment
      to Company prior to Holder’s delivery of a Notice of Conversion shall
      terminate Holder’s option to
convert;

            


    

    


    
      	 
      	
              f.

            	
              Conversion
      calculations pursuant to this Section 4, shall be rounded to the nearest
      whole share of Common Stock, and no fractional shares shall be issuable by
      the Company upon conversion of this Note. Conversion of this Note in full
      shall be deemed payment in full of this Note and this Note shall thereupon
      be cancelled;

            
	 
      	 
      	 
      
	 
      	
              g.

            	
              If
      the Company at any time or from time to time on or after the effective
      date of the  issuance of this Note (the “Original Issuance Date”) effects a subdivision
      of its outstanding Common Stock, the Conversion Price then in effect
      immediately before that subdivision shall be proportionately decreased,
      and conversely, if the Company at any time or from time to time on or
      after the Original Issuance Date combines its outstanding shares of Common
      Stock into a smaller number of shares, the Conversion Price then in effect
      immediately before the combination shall be proportionately
      increased;

            


    

     

    
      	 
      	
              h.

            	
              All
      Shares of Common Stock which may be issued upon Conversion of this Note
      will, upon issuance by the Company in accordance with the terms of this
      Note, be validly issued, free from all taxes and liens with respect to the
      issuance thereof (other than those created by the holders), free from all
      pre-emptive or similar rights and be fully paid and non
      assessable;

            
	 
      	 
      	 
      
	 
      	
              i.

            	
              On
      the date of any Conversion, all rights of any Holder with respect to the
      amount of this Note converted, will terminate, except only for the rights
      of any such Holder to receive certificates (if applicable) for the number
      of Shares of Common Stock which this Note has been
    Converted;

            
	 
      	 
      	 
      
	 
      	
              j.

            	
              The
      Shares issuable in connection with a Conversion shall be fully-paid,
      non-assessable shares of Common Stock.  Unless the Holder
      provides a valid opinion from an attorney stating that such Shares can be
      issued free of restrictive legend, which shall be determined by the
      Company in its sole discretion, prior to the issuance date of such Shares,
      such Shares shall be issued as restricted shares of Common Stock;
      and

            
	 
      	 
      	 
      
	 
      	
              k.

            	
              The
      applicable portion of this Note shall not be convertible during any time
      that, and only to the extent that, the number of Shares to be issued to
      Holder upon such Conversion, when added to the number of shares of Common
      Stock, if any, that the Holder otherwise beneficially owns (outside of
      this Note, and not including any other securities of the Company held by
      Holder having a provision substantially similar to this paragraph) at the
      time of such Conversion, would exceed 4.99% (the “Maximum Percentage”) of the number of
      shares of Common Stock of the Company outstanding immediately after giving
      effect to the issuance of shares of Common Stock issuable upon Conversion
      of this Note held by the Holder, as determined in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended (the “Beneficial Ownership Limitation”).  The
      Beneficial Ownership Limitation provisions of this Section 4(k) may be
      waived by Holder, at the election of such Holder, upon not less than
      sixty-one (61) days’ prior written notice to the Company, to change the
      Beneficial Ownership Limitation to any other percentage of the number of
      shares of the Common Stock outstanding immediately after giving effect to
      the issuance of shares of Common Stock upon Conversion of the Note held by
      the Holder.  The provisions of this paragraph shall not be
      construed and implemented in a manner otherwise than in strict conformity
      with the terms of this Section 4(k) to correct this paragraph (or any
      portion hereof) which may be defective or inconsistent with the intended
      Beneficial Ownership Limitation herein contained or to make changes or
      supplements necessary or desirable to properly give effect to such
      limitation.

            


    

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              Redemption.  This
      Note may be redeemed by the Company by payment of the entire Principal and
      interest outstanding under this Note in cash to
    Holder. 

            


    

     

    
      	 
      	
              a.

            	
              This
      Note may be prepaid in whole or in part at any time without penalty
      provided that the Company shall provide the Holder a minimum of
      seventy-five (75) days prior written notice before the date of the
      Company’s planned prepayment.

            
	 
      	 
      	 
      
	 
      	
              b.

            	
              Any
      partial prepayment shall be applied first to any accrued interest and then
      to any principal Loan amount
outstanding.

            


    

     

    
      	
              6.

            	
              Representations and Warranties
      of the Company. The Company represents and warrants to Holder as
      follows: 

            


    

     

    
      	 
      	
              a.

            	
              The
      execution and delivery by the Company of this Note (i) are within the
      Company’s corporate power and authority, and (ii) have been duly
      authorized by all necessary corporate action.  Further, the
      undersigned is a duly authorized representative of the Company and has
      been authorized by a resolution of the Board of Directors of the Company
      to exercise any and all documents necessary to effectuate the transaction
      contemplated hereby.

            


    

    


    
      	 
      	
              b.

            	
              This
      Note is a legally binding obligation of the Company, enforceable against
      the Company in accordance with the terms hereof, except to the extent that
      (i) such enforceability is limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting
      generally the enforcement of creditors’ rights, and (ii) the availability
      of the remedy of specific performance or injunctive or other equitable
      relief is subject to the discretion of the court before which any
      proceeding therefore may be
brought.

            


    

    


    
      	
              7.

            	
              Representations, Warranties and
      Covenants of Holder. Holder represents and warrants to the Company,
      and agrees, as follows (collectively the “Representations”):

            


    

      

    
      	 
      	
              a.

            	
              This
      Note and any Shares issuable upon conversion of this Note are being
      acquired by Holder for his own account for investment and not with a view
      to, or for sale in connection with, any distribution
    thereof.

            


    

      

    
      	 
      	
              b.

            	
              Holder
      is either an “accredited investor” as such term is defined
      under Rule 501 of the Securities Act of 1933, as amended (the “Act”); and/or Holder has thoroughly read,
      reviewed, had a chance to ask questions to the Company regarding, and has
      all of Holder’s questions answered sufficiently, the Company’s Form 10-K,
      Form 10-Q and Form 8-K filings on the Securities and Exchange Commission’s
      Edgar filing website (www.sec.gov),
      including the risk factors, description of business operations, unaudited
      and audited financial information, results of operations and other
      disclosures therein (the “Filings”).  In connection with the
      Filings or otherwise, the Holder has reviewed and has access to similar
      information regarding the Company as would be found in a Registration
      Statement under the Act, and is familiar with the Company, its business
      operations, results of operations and risk factors regarding Holders
      investment herein.  Holder further represents to the Company
      that Holder does not need a Purchaser Representative in connection with
      the investment in the Note or Common Stock.

            
	 
      	 
      	 
      
	 
      	
              c.

            	
              Holder
      has sufficient knowledge and experience in financial and business matters
      and is capable of evaluating the risks and merits of Holder’s investment
      in the Company; Holder believes that Holder has received or had access to
      all information Holder considers necessary or appropriate to make an
      informed investment decision with respect to this Note; and Holder is able
      financially to bear the risk of losing Holder’s full investment in this
      Note.

            


       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      	 
      	 
      	 
      
	 
      	
              d.

            	
              Holder
      understands that this Note and any Shares issuable upon conversion
      pursuant hereto have not been registered under the Securities Act or
      registered or qualified under any securities laws of any state or other
      jurisdiction, are “restricted
      securities,” and cannot be resold or otherwise transferred
      unless they are registered under the Securities Act, and registered or
      qualified under any other applicable securities laws, or an exemption from
      such registration and qualification is available. Prior to any proposed
      transfer of this Note or any Shares, Holder shall, among other things,
      give written notice to the Company of its intention to effect such
      transfer, identifying the transferee and describing the manner of the
      proposed transfer and, if requested by the Company, accompanied by (i)
      investment representations by the transferee similar to those made by
      Holder in this Section 7 and (ii) an opinion of counsel satisfactory to
      the Company to the effect that the proposed transfer may be effected
      without registration under the Securities Act and without registration or
      qualification under applicable state or other securities laws. Each
      certificate issued to evidence any Shares shall bear a legend as
      follows:

               

              "The
      securities represented by this certificate have not been registered under
      the Securities Act of 1933 or any state securities act.  The
      securities have been acquired for investment and may not be sold,
      transferred, pledged or hypothecated unless (i) they shall have been
      registered under the Securities Act of 1933 and any applicable state
      securities act, or (ii) the corporation shall have been furnished with an
      opinion of counsel, satisfactory to counsel for the corporation, that
      registration is not required under any such acts."

            


    

    


    
      	
              8.

            	
              If
      an Event of Default (as defined herein or below) occurs (unless all Events
      of Default have been cured or waived by Holder), Holder may, by written
      notice to the Company, declare the principal amount then outstanding of,
      and the accrued interest and all other amounts payable on, this Note to be
      immediately due and payable.  The Company will give Holder
      notice of the occurrence of an Event of Default promptly (setting forth in
      reasonable detail all facts related thereto) and in any event no later
      than two Business Days after the Company has knowledge of the occurrence
      of any such event.  The then-outstanding principal balance of
      this Note, together with any interest accrued thereon shall become
      immediately due and payable if any of the following events ("Events of Default"), and/or any other
      Events of Default defined elsewhere in this Note shall
      occur:

               

              (a)the
      Company shall fail to pay, when and as due, the principal or interest
      payable hereunder on the due date of such payment; or

               

              (b)If
      there shall exist final judgments against the Company aggregating in
      excess of One Hundred Thousand Dollars ($100,000) and if any one of such
      judgments

              shall
      have been outstanding for any period of forty-five (45) days or more from
      the date of its entry and shall not have been discharged in full or stayed
      pending

              appeal;
      or

               

              (c)the
      Company shall have breached in any material respect any covenant in this
      Note, and, with respect to breaches capable of being cured, such breach
      shall not

              have
      been cured within five (5) days following the occurrence of such breach;
      or

               

              (d)the
      Company shall: (i) become insolvent or take any action which constitutes
      its admission of inability to pay its debts as they mature; (ii) make an
      assignment

              for
      the benefit of creditors, file a petition in
      bankruptcy, petition or apply to any tribunal for the appointment of a
      custodian, receiver or a trustee for it or a

              substantial
      portion of its assets; (iii) commence any proceeding under any bankruptcy,
      reorganization, arrangement, readjustment of debt, dissolution
      or

              liquidation
      or statute of any jurisdiction, whether now or hereafter in effect; (iv)
      have filed against it any such petition or application in which an order
      for relief is

              entered
      or which remains undismissed for a period of ninety (90) days or more; (v)
      indicate its consent to, approval of or acquiescence in any such
      petition,

              application,
      proceeding or order for relief or the appointment of a custodian, receiver
      or trustee for it or a substantial portion of its assets; or (vi) suffer
      any such

              custodianship,
      receivership or trusteeship to continue undischarged for a period of
      ninety (90) days or more; or

               

              (e)the
      Company shall fail to deliver the Shares by the Share Delivery Deadline;
      or

               

              (f)
      the Company shall take any action authorizing, or in furtherance of, any
      of the foregoing.

               

              In
      case any one or more Events of Default shall occur and be continuing,
      Holder may proceed to protect and enforce its rights by an action at law,
      suit in equity or other appropriate proceeding, whether for the specific
      performance of any agreement contained herein or for an injunction against
      a violation of any of the terms hereof, or in aid of the exercise of any
      power granted hereby or thereby or by law or otherwise.  In case
      of a default in the payment of any principal of or premium, if any, or
      interest on this Note, the Company will pay to Holder such further amount
      as shall be sufficient to cover the reasonable cost and expenses of
      collection, including, without limitation, reasonable attorneys’ fees,
      expenses and disbursements.  No course of dealing and no delay
      on the part of Holder in exercising any right, power or remedy shall
      operate as a waiver thereof or otherwise prejudice Holder’s rights, powers
      or remedies.  No right, power or remedy conferred by this Note
      upon Holder shall be exclusive of any other right, power or remedy
      referred to herein or therein or now or hereafter available at law, in
      equity, by statute or otherwise.

            


    

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    
      	
              9.

            	
              Certain Waivers by the Company.  Except as expressly provided
      otherwise in this Note, the Company and every endorser or guarantor, if
      any, of this Note waive presentment, demand, notice, protest and all other
      demands and notices in connection with the delivery, acceptance,
      performance, default or enforcement of this Note, and assent to any
      extension or postponement of the time of payment or any other indulgence,
      to any substitution, exchange or release of collateral available to
      Holder, if any, and to the addition or release of any other party or
      person primarily or secondarily
liable.

            


    

    


    
      	
              10.

            	
              Assignment by
      Holder.  If
      and whenever this Note shall be assigned and transferred, or negotiated,
      including transfers to substitute or successor trustees, the holder hereof
      shall be deemed the “Holder” for all purposes under this
      Note.

            
	 
      	 
      
	
              11.

            	
              Amendment.  This Note may not be changed
      orally, but only by an agreement in writing, signed by the party against
      whom enforcement of any waiver, change, modification or discharge is
      sought.

            


    

     

    
      	
              12.

            	
              Costs and Fees.  Anything else in this Note to
      the contrary notwithstanding, in any action arising out of this Agreement,
      the prevailing party shall be entitled to collect from the non-prevailing
      party all of its attorneys’ fees.  For the purposes of this
      Note, the party who receives or is awarded a substantial portion of the
      damages or claims sought in any proceeding shall be deemed the “prevailing” party and attorneys’ fees shall
      mean the reasonable fees charged by an attorney or a law firm for legal
      services and the services of any legal assistants, and costs of
      litigation, including, but not limited to, fees and costs at trial and
      appellate levels.

            
	 
      	 
      
	
              13.

            	
              Governing Law.  It is the intention of the
      parties hereto that the terms and provisions of this Note are to be
      construed in accordance with and governed by the laws of the State of
      Texas, except as such laws may be preempted by any federal law controlling
      the rate of interest which may be charged on account of this
      Note.

            


    

      

    
      	
              14.

            	
              No Third Party Benefit.  The provisions and covenants
      set forth in this Agreement are made solely for the benefit of the parties
      to this Agreement and are not for the benefit of any other person, and no
      other person shall have any right to enforce these provisions and
      covenants against any party to this Agreement.

            
	 
      	 
      


       

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

      	
              15.

            	
              Jurisdiction, Venue and Jury Trial Waiver.  The parties hereby consent and
      agree that, in any actions predicated upon this Note, venue is properly
      laid in Texas and that the Circuit Court in and for Austin, Texas, shall
      have full subject matter and personal jurisdiction over the parties to
      determine all issues arising out of or in connection with the execution
      and enforcement of this Note.

            
	 
      	 
      
	
              16.

            	
              Interpretation.  The term “Company” as used herein in every instance
      shall include the Company’s successors, legal representatives and assigns,
      including all subsequent grantees, either voluntarily by act of the
      Company or involuntarily by operation of law and shall denote the singular
      and/or plural and the masculine and/or feminine and natural and/or
      artificial persons, whenever and wherever the contexts so requires or
      properly applies.  The term “Holder” as used herein in every instance shall
      include the Holder’s successors, legal representatives and assigns, as
      well as all subsequent assignees, endorsees and holders of this Note,
      either voluntarily by act of the parties or involuntarily by operation of
      law.  Captions and paragraph headings in this Note are for
      convenience only and shall not affect its
  interpretation.

            
	 
      	 
      
	
              17.

            	
              Entire
      Agreement.  This Agreement constitutes the sole
      and only agreement of the parties hereto and supersedes any prior
      understanding or written or oral agreements between the parties respecting
      the subject matter hereof, including, but not limited to the Prior
      Note. 

            
	 
      	 
      
	
              18.

            	
              WAIVER OF JURY TRIAL.  THE COMPANY AND HOLDER HEREBY
      KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE
      TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT
      OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED
      TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE
      OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER
      PARTY.  THE COMPANY ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL
      IS A MATERIAL INDUCEMENT TO THE HOLDER IN EXTENDING CREDIT TO THE COMPANY,
      THAT THE HOLDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY
      TRIAL WAIVER, AND THAT THE COMPANY HAS BEEN REPRESENTED BY AN ATTORNEY OR
      HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS
      JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS
      WAIVER.

            


    

    


    
      	
              19.

            	
              Entire
      Agreement.  This Agreement constitutes the sole
      and only agreement of the parties hereto and supersedes any prior
      understanding or written or oral agreements between the parties respecting
      the subject matter hereof.

            


    

    


    
      	
              20.

            	
              Effect of Facsimile and
      Photocopied Signatures. This Agreement may be executed in
      several counterparts, each of which is an original.  It shall
      not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other
      counterparts.  A copy of this Agreement signed by one Party and
      faxed or scanned and emailed to another Party (as a PDF or similar image
      file) shall be deemed to have been executed and delivered by the signing
      Party as though an original.  A photocopy or PDF of this
      Agreement shall be effective as an original for all
    purposes.

            


    

    


    


    


    [Remainder
of page left intentionally blank.  Signature page
follows.]

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    IN WITNESS WHEREOF, the
undersigned have caused this Convertible Promissory Note to be executed and
delivered by a duly authorized officer as of the date first above written, to be
effective as of the effective date set forth above.

     

    
      	 
      	
              CLX
      MEDICAL, INC., FORMERLY

              CLX
      INVESTMENT COMPANY, INC.

              a
      Colorado Corporation

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      /s/ Jose Chavez

            
	 
      	
              Jose
      Chavez, President

            


    

    


    Holder:

    


    /s/
Michael Chavez

    __________________________

    Michael
Chavez

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

    


    Conversion Election
Form

    


    


    ____________,
20__

    


    CLX
Medical, Inc.

    29970
Technology Drive, Suite 203

    Murrieta,
California 92563

    


    Re:           Conversion of Promissory
Note

    


    Gentlemen:

    


    You are
hereby notified that, pursuant to, and upon the terms and conditions of that
certain Convertible Promissory Note of CLX Medical, Inc. (the “Company”),
in the principal amount of $190,000 (the “Note”),
held by me, I hereby elect to exercise my Conversion Option (as such term in
defined in the Note), in connection with $__________ of the amount currently
owed under the Note (including $___________ of accrued interest), effective as
of the date of this writing, which amount will convert into ________________
shares of the Company’s Common Stock (the “Conversion”).  In
connection with the Conversion, I hereby re-certify, re-confirm and re-warrant
the Representations, as such Representations are defined in Section 6 of the
Note.

    


    Please
issue certificate(s) for the applicable shares of the Company’s Common Stock
issuable upon the Conversion, in the name of the person provided
below.

    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	 
      
	 
      	
              ___________________________

            
	 
      	
              Name:

            


    

    


     

    Please
issue certificate(s) for Common Stock as follows:

    


    ______________________________________________

    Name

    


    ______________________________________________

    Address

    


    ______________________________________________

    Social
Security No. of Shareholder (if applicable)

    


    Please
send the certificate(s) evidencing the Common Stock to:

    


    Attn:___________________________________________

    


    ______________________________________________

    Address

    


    
      
         

      

      
        -9-