Exhibit 10.15


    LANGUAGE
      ACCESS NETWORK, INC.

    


    FORM
      OF CONVERTIBLE SUBORDINATED NOTE

    MATURITY:
      ONE (1) YEAR FROM ISSUANCE

     

     

    
      	
              $150,000

            	
              June
13,
                2006

            


    

     

        FOR
      VALUE
      RECEIVED, LANGUAGE ACCESS NETWORK, INC. (the "Company"), an Nevada corporation,
      hereby promises to pay PANOS INDUSTRIES, LLC,
      "Purchaser"), at 1350
      East Flamingo # 77 Las Vegas, NV 89199 ,
      or
      at
      such other
      place as the holder hereof may from time to time designate in writing, the
      principal amount of One-Hundred and Fifty Thousand ($150,000) dollars plus
      interest.

    


        Interest
      will
      accrue on the principal balance of this Note in the amount of 10% per annum
      until maturity. This Note shall mature one (1) year from the date of issuance.
      (the "Maturity Date").

    


    Redemption

    


        This
      Note is
      redeemable without premium or penalty at the option of the Company, as a whole
      or from time to time in part, at any time, upon not less than thirty (30) days'
      written notice for the outstanding principal balance.

    


    Warrant

    


        The
      Purchaser
      shall be granted a warrant to purchase Seventy-Five Thousand (75,000) shares
      of
      the Company's common stock at an exercise price of Three Dollars and
no
      cents
      ($3.00) per share. The expiration of these warrants shall be five years from
      the
      date
      of
      issuance of the Note.

    


    Conversion

    


        This
      Note is
      convertible into shares of common stock of the Company (the
      "Shares")
      at any
      time prior to the Maturity Date, subject to prior redemption, upon the surrender
      to the Company of this Note. This Note is convertible in whole or in part at
      the
      principal amount and the accrued interest thereof into Shares at a price of
      Two-Dollars ($2.00) per Share
      (the "Conversion Price"). Upon conversion, the holder will only receive Shares
      to the
      extent
      of the then outstanding principal balance of this Note.

    


        The
      Company
      will at all times take all actions necessary to reserve the appropriate amount
      of Shares for conversion purposes hereunder. To accomplish such conversion,
      the
      holder must provide written notice to the Company of the holder's desire to
      convert. Certificates representing the Shares will be delivered promptly after
      receipt of such written notice.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

          Conversion
        of
        this Note may be made in whole and not in part. No fractional Shares will
        be
        issued upon any conversion, and, in lieu thereof, the Company will pay such
        fractions in cash.

    

    


        The
      Conversion Price shall be adjusted from time to time as follows:

     

        1.
      In case
      the Company shall, at any time or from time to time while this Note is
      outstanding, (I) pay a dividend or make a distribution on its Shares in
      additional Shares, (2) subdivide or split its outstanding Shares, or (3) combine
      its outstanding Shares into a smaller
      number of Shares, the Conversion Price in effect immediately prior thereto
      shall
      be
      adjusted
      so that the holder of any Note thereafter surrendered for conversion shall
      be
      entitled to receive the number of Shares or other securities of the Company
      which he would have owned or have been entitled to receive after the
      effectiveness of any of the events described above, had such Note been converted
      immediately prior to the effectiveness of such event. An adjustment made
      pursuant to this subdivision (a) shall become effective, in the case of a
      dividend, on the payment date retroactively to immediately after the opening
      of
      business on the day following the record date for the determination
      of Shareholders entitled to receive such dividend, and shall become
      effective in
      the
      case of a subdivision, split or combination immediately after the opening of
      business
      on the
      day following the day when such subdivision or combination, as the case may
      be,
      becomes effective.

     

        2.
      In case
      the Company shall, at any time or from time to time while any of the Notes
      are
      outstanding, issue Shares, convertible securities (convertible or exercisable
      into Shares) or warrants to subscribe for or purchase Shares at a price per
      Share less than the Conversion Price then in effect at the record date mentioned
      below, the Conversion Price in effect immediately prior to the issuance of
      such
      Shares, convertible securities or warrants shall be adjusted as follows. The
      Conversion Price shall be multiplied by a fraction, of which the numerator
      shall
      be the number of Shares outstanding immediately prior to such record
      date, plus the quotient determined by dividing the aggregate offering price
      of
      the total number
      of
      Shares so offered by the Conversion Price, and of which the denominator shall
      be
      the
      number of Shares outstanding immediately prior to such record date plus the
      number of additional Shares offered for subscription or purchase. Such
      adjustment shall become effective on the date of such issuance retroactively
      to
      immediately after the opening of business on the day following the record date
      for the determination of Shareholders entitled to receive such Shares,
      convertible securities or warrants.

     

        3.
      In case
      the Company shall, at any time or from time to time while any of the Notes
      are
      outstanding, distribute to all holders of Shares evidences of its indebtedness
      or securities or assets (excluding cash dividends), the Conversion Price in
      effect immediately prior to such distribution shall be adjusted by multiplying
      the Conversion Price by a fraction, of which the numerator hall be the Current
      Market Price per Share on the record date mentioned below less than the then
      fair market value (as determined by the Board of Directors of the Company,
      whose
      determination shall be conclusive) of the portion of the assets or evidences
      of
      indebtedness distributed applicable to one Share, and of which the denominator
      shall be such Current Market Price per Share. Such adjustment shall become
      effective on the date of such distribution retroactively to immediately after
      the opening of business on the day following the record date for the
      determination of Shareholders entitled to receive such
      distribution.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       
    No
      adjustment
      in the Conversion Price shall be required unless such adjustment would require
      an increase or decrease of at least 1% of such price.

     

        The
      "Current
      Market Price" at any date shall mean the price per Share on such date
determined
      by the Board of Directors as provided below. The Current Market Price shall
      be
      the
      average of the daily closing prices per Share for thirty (30) consecutive
      business days ending no more than fifteen (15) business days before the day
      in
      question (as adjusted for any stock dividend, split, combination or
      reclassification that took effect during such thirty (30) business day period).
      The closing price for each day shall be the last reported sales price regular
      way or, in case no such reported sales take place on such day, the average
      of
      the last reported bid and asked prices regular way, in either case on the
      principal national securities exchange on which the Shares are listed or
      admitted to trading, or if not listed or admitted to trading on any national
      securities exchange, the average of the highest bid and the
      lowest asked prices quoted on the National Association of Securities Dealers
      Automated
      Quotation ("NASDAQ") System; provided, however, that if the Shares are not
      traded in such manner that the quotations referred to above are available for
      the period required hereunder, the Current Market Price per Share shall be
      deemed to be fair value as determined by the Board of Directors (whose
      determination shall be conclusive), irrespective of any accounting
      treatment.

    


    Effect
      of Consolidation or Merger

     

        If
      at any
      time while this Note is outstanding the Company shall consolidate or
      merge
      with or
      into another corporation, the holder hereof shall thereafter be entitled upon
      exercise hereof to receive, with respect to each Note convertible hereunder
      immediately prior to the date upon which consolidation or merger shall become
      effective, the securities or property to which the holder of Shares would have
      been entitled upon such consolidation or merger, and Company shall take such
      steps in connection with such consolidation or merger as may be necessary to
      assure that all the provisions of the Note shall thereafter be applicable,
      as
      nearly as reasonably may be, in relation to any securities or property
      thereafter deliverable upon the exercise of this Note. The Company will not
      effect any such consolidation or merger
      unless prior to the consummation thereof the successor corporation (if other
      than the
      Company)
      resulting therefrom shall assume by written instrument executed and mailed
      to
      the registered holder thereof at the address of such holder shown on the books
      of the Company, the obligation to deliver to such holder of securities or
      property as in accordance with the foregoing provision such holder shall be
      entitled to purchase. A sale of all or substantially all of the assets of the
      Company for consideration (a part from the assumption of
      obligations) consisting primarily of security shall be deemed a consolidation
      or
      merger for
      the
      foregoing purposes.

    


    Subordination

     

        The
      Company
      covenants and agrees, and each holder of this Note, by its or his acceptance
      hereof, likewise covenants and agrees, that the indebtedness represented by
      the
      Notes shall be subordinated in right of payment as follows:

     

        1.
      The holder
      of the this Note agrees that all convertible subordinate Notes currently
      outstanding are to be considered and treated as one class, with no greater
      or
      lesser
      claim of
      seniority whatsoever. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

        2.
      Upon the
      distribution of assets of the Company in connection with the dissolution,
      winding-up, liquidation, reorganization, recapitalization or readjustment of
      the
      Company or its securities (whether in bankruptcy, insolvency or receivership
      proceedings or upon an assignment for the benefit of creditors or any other
      arrangement or marshaling of the assets and liabilities of the Company), the
      holder or holders of Senior Indebtedness (as defined below) shall first be
      entitled to receive payment in full, or have provision
      satisfactory to such holders made for payment in full, of the principal thereof,
      the
      premium,
      if any, and the interest thereon, before the holders of the Notes are entitled
      to receive any payment on account of the principal, interest or any premium
      on,
      the Notes.

     

        3.
      Should the
      payment of any Senior Indebtedness be accelerated or should there by any default
      of the Company in the payment of any principal or interest on Senior
      Indebtedness when due, no payment may be made by the Company with respect to
      principal, interest or any premium on the Notes or for the purchase or
      redemption of any Notes until payment shall have been made with respect to
      all
      amounts due on such Senior Indebtedness.

     

        4.
Subject
      to the prior payment in full of all Senior Indebtedness, the holders of the
      Notes shall, to the extent of any payment or distribution to the holders of
      the
      Notes which would, except for the provisions hereof, have been made to the
      holders of the Notes, be subrogates to the rights of the holders of Senior
      Indebtedness until the Senior Indebtedness shall be paid in full. It is
      understood that the provisions (a) through (c) hereof are and are intended
      solely for the purpose of defining the relative rights of the holders of the
      Notes, on the one hand, and the holders of Senior Indebtedness, on the other
      hand, and nothing contained herein is intended to or shall (1) impair, as among
      the Company, its creditors (other than the holders of Senior Indebtedness),
      and
      the holders of the Notes, the obligation of the company, which is unconditional
      and absolute, to pay the holders of the Notes the principal of, and interest
      and
      any premium on, the Notes as and when the same shall become due and payable
      in
      accordance with their terms and without giving effect to the subordination
      provisions hereof; or (2) affect the relative rights of the holders of the
      Notes
      and creditors of the Company (other than the holders of Senior Indebtedness);
      nor shall anything herein prevent the holders of the Notes from exercising
      any
      and all remedies upon any default under the Notes, subject to the rights, if
      any, under the provisions of (a) through (c) hereof and the holders of Senior
      Indebtedness.

     

        Each
      of the
      following events shall constitute an "Event
      of Default" hereunder:

     

        (1)
Failure
      of the Company to pay any portion of principal of any Note when the same is
      due
      an payable;

     

        (2)
      Default
      by the Company in the due performance of or compliance with any term, condition,
      covenant or agreement contained in this Agreement or any agreement or other
      instrument executed in connection herewith (other 

    than
      a
      default referred to in clause 1 above), which default shall not have been
      remedied within ninety
      (90) days after written notice thereof shall have been given to the Company
      by
      holder
      on the date of the occurrence of the event or condition in
      question;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

        (3)
      If,
      within sixty (60) days after the commencement of any action or proceeding
      against the Company seeking reorganization, arrangement, composition,
      readjustment, liquidation, dissolution or similar relief under any
      present

        or
      future
      statute, law, rule or regulation, such action shall not have been dismissed
      or
      all orders or proceedings thereunder affecting the operations or business of
      the
Company
      stayed, or if the stay of any such order or 

        proceeding
      shall thereafter be set
      aside,
      or if, within forty-five (45) days after appointment, without the consent or
      acquiescence of the Company, of any trustee, receiver or liquidator of the
      Company or of any significant

        property
      or
      asset of the Company, such appointment shall not have been vacated;
      or

    


    (4)
      Notwithstanding anything to the contrary contained in clause 3 above, if an
      order for relief against the Company as a debtor under Title 11 of the United
      States
      Code is entered, or if the Company shall make an assignment for the benefit
      of creditors,
      or shall admit in writing its inability to pay its debts as they become due,
      or
      shall
      file any petition or answer seeking any reorganization, arrangement,
      composi-tion, readjustment, liquidation, dissolution or similar relief under
      any
      present or future statute, law, rule or regulation, or shall file any answer
      admitting or not contesting the material allegations of a petition filed against
      the Company in any such proceeding, or shall seek consent to an acquiescence
      in
      the appointment of any trustee, receiver or liquidator of the Company or of
      any
      significant property or asset of the Company, or if the Company or its directors
      or the holders of a majority of its outstanding capital stock, shall take any
      action with a view to the dissolution or liquidation of the
      Company.

    


    Amendments

    


    Any
      amendments adding any provision to, changing in any manner or eliminating any
      provision hereto and be effected only with the written consent of holders of
      a
      majority in principal amount of the outstanding Notes; including, without
      limitation, amendments which (i) extend the stated Maturity Date or reduce
      the
      principal amount of any Note, reduce the rate or extend the time of payment
      of
      interest on any Note, or reduce or modify any installment payment with respect
      to any Note, or (ii) reduce the percentage of the aggregate principal amount
      of
      Notes, or (iii) increase the equity conversion price or features of the Note,
      the holders of which are required to consent to any such amendment.

    


    Right
      To Inspect Financials

    


    The
      Company agrees to provide reasonable access to its corporate books and financial
      records to the holders of the convertible subordinate Notes.

     

     

    
      	LANGUAGE ACCESS NETWORK, INC,
	By: /s/
              Michael Guirlinger
	Title: CEO/COO
	Date:
              6/13/06