EXHIBIT 10.5

                          CONVERTIBLE PROMISSORY NOTE


FACE AMOUNT AS OF JANUARY 31, 2008                             U.S.  $294,864
Issue Date                                                      June 18, 2009


FOR VALUE RECEIVED, Vital Products, Inc., a Delaware corporation (the
"Company"), hereby promises to pay Metro One Development, Inc., a Delaware
corporation, (the "Holder") the Face Amount in such amounts, at such times and
on such terms and conditions as are specified herein (this "Note"). The Company
acknowledges the Holder paid all consideration for this Note as of
January 31, 2008.

Article 1.  Maturity.

The Face Amount of this Note is payable by July 31, 2010, unless extended in
writing by both the Company and the Holder (the "Maturity Date").
Notwithstanding any provision to the contrary in this Note, the Company may
pay in full to the Holder the Face Amount, or any balance remaining thereof,
in common stock, as set forth in Article 2, or readily available funds at any
time and from time to time without penalty. Any balance remaining outstanding
on the Maturity shall automatically be converted into common stock in
accordance with Article 2.

Article 2.  Payment.

            2.1. Payment in Cash. The outstanding balance of this Note is
                 payable cash or in shares of the Company's common stock, at
                 the Company's option.

            2.2. Payment in Stock.

                 (a) Conversion. If the Company elects to convert any portion
                     of the outstanding balance of this Note into shares of the
                     Company's common stock, it may do so at any time in
                     accordance with Article 1, at its sole option.  The number
                     of shares of common stock issuable upon the conversion of
                     this Note shall be determined pursuant to Section 2.1(c).

                 (b) Common Stock to be Issued. Upon the conversion of any
                     portion of this Note, the Company shall instruct its
                     transfer agent to issue stock certificates representing
                     the number of shares of common stock issuable upon such
                     conversion, as applicable. The Company shall act as
                     registrar and shall maintain an appropriate ledger
                     containing the necessary information with respect to the
                     balance of the Note. The Company warrants that no
                     instructions, other than these instructions, have been
                     given or will be given to the transfer agent and that the
                     common stock shall otherwise be freely resold, except as
                     may be set forth herein or subject to applicable law.

                 (c) Conversion Rate.  The Company shall convert the
                     outstanding principal due under this Note, or any portion
                     thereof, at a conversion price of $0.01 (the "Conversion
                     Price"). The number of shares of the Company's common
                     stock issuable upon a conversion hereunder shall be
                     determined by the quotient obtained by dividing (x) the
                     outstanding principal amount of this Note to be converted
                     by (y) the Conversion Price. No fractional shares or scrip
                     representing fractions of shares will be issued on
                     conversion, but the number of shares issuable shall be
                     rounded up or down, as the case may be, to the nearest
                     whole share.

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Article 3.  Interest.  There shall be no interest due under this Note.

Article 4.  Certain Adjustments.

            (a) Stock Splits.  If the Company, at any time while this Note is
                outstanding, (i) subdivides outstanding shares of its common
                stock into a larger number of shares, or (ii) combines
                (including by way of a reverse stock split) outstanding shares
                of common stock into a smaller number of shares, and absent a
                merger or acquisition transaction, the Conversion Price will
                remain at $0.01 as set forth in Article 2.

            (b) Adjustment for Reclassification, Exchange and Substitution.
                If at any time or from time to time after the common stock
                issuable upon the conversion of this Note is changed into the
                same or a different number of shares of any class or classes of
                stock, whether by recapitalization, reclassification or
                otherwise (other than a transaction provided for elsewhere in
                this Article 4), in any such event, the Company shall convert
                any portion of the outstanding balance of this Note into the
                kind and amount of stock and other securities and property
                receivable upon such recapitalization, reclassification or
                other change by holders of the maximum number of shares of
                common stock into which the outstanding balance of this Note
                could have been converted immediately prior to such
                recapitalization, reclassification or change, all subject to
                further adjustment as provided herein or with respect to such
                other securities or property by the terms thereof.

            (c) Reorganizations, Mergers, Consolidations or Sales of Assets.
                If at any time or from time to time after the date of issuance
                of this Note, there is a capital reorganization of the common
                stock (other than a transaction  provided for elsewhere in
                this Article 4), as a part of such capital reorganization,
                provision shall be made so that the Holder of this Note shall
                thereafter be entitled to receive upon conversion of this Note,
                the number of shares of stock or other securities or property
                of the Company to which a holder of the number of shares of
                common stock deliverable upon conversion would have been
                entitled on such capital reorganization, subject to adjustment
                in respect of such stock or securities by the terms thereof.

Article 5.  Mergers.

            The Company shall not consolidate or merge into, or transfer all
            or substantially all of its assets to, any person, unless such
            person assumes in writing the obligations of the Company under this
            Note.  Any reference herein to the Company shall refer to such
            surviving or transferee corporation and the obligations of the
            Company shall terminate upon such written assumption.

Article 6.  Notices.

            Any notices, consents, waivers or other communications required or
            to be given under the terms of this Note must be in writing and
            will be deemed to have been delivered (i) upon receipt, when
            delivered personally, (ii) upon receipt, when sent by facsimile
            (provided a confirmation of transmission is mechanically or
            electronically generated and kept on file by the sending party),
            or (iii) one (1) day after deposit with a nationally recognized
            overnight delivery service, in each case properly addressed to
            the party to receive the same.

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Article 7.  Time.

            Where this Note authorizes or requires the payment of money or the
            performance of a condition or obligation on a Saturday or Sunday or
            a holiday in which the United States Stock Markets ("U.S. Markets")
            are closed ("Holiday"), or authorizes or requires the payment of
            money or the performance of a condition or obligation within,
            before or after a period of time computed from a certain date,
            and such period of time ends on a Saturday or a Sunday or a
            Holiday, such payment may be made or condition or obligation
            performed on the next succeeding business day, and if the period
            ends at a specified hour, such payment may be made or condition
            performed, at or before the same hour of such next succeeding
            business day, with the same force and effect as if made or
            performed in accordance with the terms of this Note.  A "business
            day" shall mean a day on which the U.S. Markets are open for a
            full day or half day of trading.

Article 8.  No Assignment.

            This Note shall not be assigned except in accordance with
            Article 5.

Article 9.  Governing Law.

            The validity, terms, performance and enforcement of this Note shall
            be governed and construed by the provisions hereof and in
            accordance with the laws of the State of Delaware applicable to
            agreements that are negotiated, executed, delivered and performed
            solely in the State of Delaware.

Article 10. Miscellaneous.

            (a) In this Note, unless the context otherwise requires, words in
                the singular number include the plural, and in the plural
                include the singular, and words of the masculine gender include
                the feminine and the neuter, and when the tense so indicates,
                words of the neuter gender may refer to any gender.

            (b) The numbers and titles of sections contained in this Note are
                inserted for convenience of reference only, and they neither
                form a part of this Note nor are they to be used in the
                construction or interpretation hereof.

            (c) Neither this Note nor any provision hereof shall be waived,
                modified, changed, discharged, terminated, revoked or canceled,
                except by an instrument in writing signed by the party
                effecting the same against whom any waiver, modification,
                change, discharge, termination, revocation or cancelation is
                sought.

            (d) This Note may be executed in two or more counterparts, all of
                which taken together shall constitute one instrument.
                Execution and delivery of this Note by exchange of facsimile
                copies bearing the facsimile signature of a party shall
                constitute a valid and binding execution and delivery of this
                Note by such party. Such facsimile copies shall constitute
                enforceable original documents.

            (e) This Note represents the FINAL AGREEMENT between the Company
                and the Holder and may not be contradicted by evidence of
                prior, contemporaneous or subsequent oral agreements of the
                parties.

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            (f) The execution, delivery and performance of this Note by the
                Company and the consummation by the Company of the
                transactions contemplated hereby and thereby will not (i)
                result in a violation of the Certificate of Incorporation,
                any Certificate of Designations, Preferences and Rights of
                any outstanding series of preferred stock of the Company or
                the By-laws, or (ii) conflict with, or constitute a material
                default (or an event which with notice or lapse of time or
                both would become a material default) under, or give to
                others any rights of termination, amendment, acceleration
                or cancelation of, any material agreement, contract,
                indenture mortgage, indebtedness or instrument to which the
                Company or any of its subsidiaries is a party, or result in
                a violation of any law, rule, regulation, order, judgment or
                decree, including United States Federal and state securities
                laws and regulations and the rules and regulations of the
                principal securities exchange or trading market on which the
                common stock is traded or listed, applicable to the Company
                or any of its subsidiaries or by which any property or asset
                of the Company or any of its subsidiaries is bound or
                affected.

Any misrepresentations shall be considered a breach of contract under this
Note and the Holder may seek all remedies permitted by law.


                            [Signature Page Follows]


IN WITNESS WHEREOF, the Company has duly executed this Note as of
June 18, 2009.



VITAL PRODUCTS, INC.

By: /s/Michael Levine
------------------------------
Name:  Michael Levine
Title: Chief Executive Officer

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