Unassociated Document


    CONVERTIBLE
      NOTE

    


    FOR
      VALUE
      RECEIVED, bioMETRX, Inc., a Delaware corporation (hereinafter called
      "Borrower"), hereby promises to pay to _____________, with an address at
      ______________________ __________________________(the "Holder") or order,
      without demand, the sum of _______________ 

    ________________________________________________
      ($_____________). 

    


    This
      Note
      is issued in lieu of the payment in cash of liquidated damages due to Holder
      from Borrower for the period of July 14, 2006 through March 31, 2007 (the
“Liquidated Damages”), under the terms of the Subscription Agreement dated as of
      June 29, 2006 between the Holder and the Borrower (the “Subscription
      Agreement”). The Liquidated Damages shall be paid with shares of common stock
      received upon conversion of this Note (the “Shares”), such that the Liquidated
      Damages shall be deemed to be paid in full when this Note is fully converted.
      The following terms shall apply to this Note:

    


    ARTICLE
      I

    GENERAL
      PROVISIONS

    


    


    The
      Holder shall have the right to convert the principal due under this Note into
      Shares of the Borrower's Common Stock, $.001 par value per share (“Common
      Stock”) as set forth below.

    


    1.1. Conversion
      into the Borrower's Common Stock.

    


    (a) The
      Holder shall have the right from and after the date of the issuance of this
      Note
      and then at any time until this Note is fully paid, to convert any outstanding
      and unpaid principal portion of this Note, at the election of the Holder (the
      date of giving of such notice of conversion being a "Conversion Date") into
      fully paid and nonassessable shares of Common Stock as such stock exists on
      the
      date of issuance of this Note, or any shares of capital stock of Borrower into
      which such Common Stock shall hereafter be changed or reclassified, at the
      conversion price as defined in Section 1.1(b) hereof (the "Conversion Price"),
      determined as provided herein. Upon delivery to the Borrower of a completed
      Notice of Conversion, a form of which is annexed hereto, Borrower shall issue
      and deliver to the Holder within three (3) business days from the Conversion
      Date (such third day being the “Delivery Date”) that number of shares of Common
      Stock for the portion of the Note converted in accordance with the foregoing.
      The number of shares of Common Stock to be issued upon each conversion of this
      Note shall be determined by dividing that portion of the principal of the Note
      to be converted, by the Conversion Price.

    


    (b) Subject
      to adjustment as provided in Section 1.1(c) hereof, the Conversion Price per
      share shall be $1.00.

     

    (c) 
      The
      Conversion Price and number and kind of shares or other securities to be issued
      upon conversion determined pursuant to Section 1.1(a), shall be subject to
      adjustment from time to time upon the happening of certain events while this
      conversion right remains outstanding, as follows:

    


    A. Merger,
      Sale of Assets, etc. If the Borrower at any time shall consolidate with or
      merge
      into or sell or convey all or substantially all its assets to any other
      corporation, this Note, as to the unpaid principal portion thereof shall
      thereafter be deemed to evidence the right to purchase such number and kind
      of
      shares or other securities and property as would have been issuable or
      distributable on account of such consolidation, merger, sale or conveyance,
      upon
      or with respect to the securities subject to the conversion or purchase right
      immediately prior to such consolidation, merger, sale or conveyance. The
      foregoing provision shall similarly apply to successive transactions of a
      similar nature by any such successor or purchaser. Without limiting the
      generality of the foregoing, the anti-dilution provisions of this Section shall
      apply to such securities of such successor or purchaser after any such
      consolidation, merger, sale or conveyance.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    B. Reclassification,
      etc. If the Borrower at any time shall, by reclassification or otherwise, change
      the Common Stock into the same or a different number of securities of any class
      or classes that may be issued or outstanding, this Note, as to the unpaid
      principal portion thereof shall thereafter be deemed to evidence the right
      to
      purchase an adjusted number of such securities and kind of securities as would
      have been issuable as the result of such change with respect to the Common
      Stock
      immediately prior to such reclassification or other change.

    


    C. Stock
      Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
      or combined into a greater or smaller number of shares of Common Stock, or
      if a
      dividend is paid on the Common Stock in shares of Common Stock, the Conversion
      Price shall be proportionately reduced in case of subdivision of shares or
      stock
      dividend or proportionately increased in the case of combination of shares,
      in
      each such case by the ratio which the total number of shares of Common Stock
      outstanding immediately after such event bears to the total number of shares
      of
      Common Stock outstanding immediately prior to such event..

     

    D. Share
      Issuance. So long as this Note is outstanding, if the Borrower shall offer,
      issue or agree to issue any shares of Common Stock for a consideration less
      than
      the Conversion Price in effect at the time of such issue, then, and thereafter
      successively upon each such issue, the Conversion Price shall be automatically
      reduced to such other lower issue price. For purposes of this adjustment, the
      subsequent issuance of any security carrying the right to convert such security
      into shares of Common Stock or of any warrant, right or option to purchase
      Common Stock shall result in an adjustment to the Conversion Price upon the
      issuance of the above-described security and again upon the issuance of shares
      of Common Stock upon exercise of such conversion or purchase rights if such
      issuance is at a price lower than the then applicable Conversion Price. The
      reduction of the Conversion Price described in this paragraph is in addition
      to
      other rights of the Holder described in this Note.

    


    (d) Whenever
      the Conversion Price is adjusted pursuant to Section 1.1(c) above, the Borrower
      shall promptly mail or fax to the Holder a notice setting forth the Conversion
      Price after such adjustment and setting forth a statement of the facts requiring
      such adjustment (the “Adjustment Notice”). Notwithstanding the requirement of
      the Borrower to send the Adjustment Notice, the adjusted Conversion Price shall
      be effective immediately upon the issuance of Common Stock or securities
      carrying the right to convert into or purchase common stock as described in
      the
      immediately preceding paragraph regardless of whether the Borrower complies
      with
      its requirement herein to send the Adjustment Notice.

    


    (e) During
      the period the conversion right exists, Borrower will reserve from its
      authorized and unissued Common Stock not less than
      one
hundred
      percent
      (100%)
      of
      the number of shares to provide for the issuance of Common Stock upon the full
      conversion of this
      Note.
      Borrower represents that upon issuance, such shares will be duly and validly
      issued, fully
      paid and
      non-assessable. Borrower agrees that its issuance of this Note shall constitute
      full authority to its officers, agents, and transfer agents who are charged
      with
      the duty of executing and issuing stock certificates to execute and issue the
      necessary certificates for shares of Common Stock upon the conversion of this
      Note.

    


    1.2 Method
      of Conversion.
      This
      Note may be converted by the Holder in whole or in part as described in Section
      1.1(a) hereof. Upon partial conversion of this Note, a new Note containing
      the
      same date and provisions of this Note shall, at the request of the Holder,
      be
      issued by the Borrower to the Holder for the principal balance of this Note
      which shall not have been converted or paid.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    1.3 Mandatory
      Conversion.
      Commencing after the actual effective date of the Registration Statement
      described in Article 3 hereunder that includes the shares underlying this Note,
      the Borrower will have the option by written notice to the Holder (“Notice of
      Mandatory Conversion”) of compelling the Holder to convert all or a portion of
      the outstanding and unpaid principal of the Note thereon, into Common Stock
      at
      the Conversion Price then in affect (“Mandatory Conversion”). The Notice of
      Mandatory Conversion, which notice must be given on the first day following
      a
      consecutive ten (10) day trading period during which the closing price for
      the
      Company’s Common Stock as reported by Bloomberg, LP for the Principal Market
      shall be more than $2.00 each day with an average daily volume in excess of
      150,000 shares. The date the Notice of Mandatory Conversion is given is the
      “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify
      the aggregate principal amount of the Note which is subject to Mandatory
      Conversion. Mandatory Conversion Notices must be given proportionately to all
      Holders of Notes who received Notes similar in term and tenure as this Note.
      The
      Borrower shall reduce the amount of Note principal subject to a Notice of
      Mandatory Conversion by the amount of Note Principal for which the Holder had
      delivered a Notice of Conversion to the Borrower during the twenty (20) trading
      days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date
      shall be a deemed Conversion Date and the Borrower will be required to deliver
      the Common Stock issuable pursuant to a Mandatory Conversion Notice in the
      same
      manner and time period as described in Section 1.2 above.

    


    1.4 Maximum
      Conversion.
      The
      Holder shall not be entitled to convert on a Conversion Date that amount of
      the
      Note in connection with that number of shares of Common Stock which would be
      in
      excess of the sum of (i) the number of shares of Common Stock beneficially
      owned
      by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock
      issuable in connection with the unconverted portion of the Note, and (iii)
      the
      number of shares of Common Stock issuable upon the conversion of the Note with
      respect to which the determination of this provision is being made on a
      Conversion Date, which would result in beneficial ownership by the Holder and
      its affiliates of more than 4.99% of the outstanding shares of Common Stock
      of
      the Borrower on such Conversion Date. For the purposes of the provision to
      the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
      shall not be limited to aggregate conversions of only 4.99% and aggregate
      conversion by the Holder may exceed 4.99%. The Holder shall have the authority
      and obligation to determine whether the restriction contained in this Section
      2.3 will limit any conversion hereunder and to the extent that the Holder
      determines that the limitation contained in this Section applies, the
      determination of which portion of the Notes are convertible shall be the
      responsibility and obligation of the Holder. The Holder may waive the conversion
      limitation described in this Section 2.3, in whole or in part, upon and
      effective after 61 days prior written notice to the Borrower. The Holder may
      allocate which of the equity of the Borrower deemed beneficially owned by the
      Holder shall be included in the 4.99% amount described above and which shall
      be
      allocated to the excess above 4.99%.

    


    ARTICLE
      II

    REGISTRATION
      AND LIQUIDATED DAMAGES

    


    2. Registration
      Rights.
      The
      registration rights granted to the Holder pursuant to the Registration Rights
      Agreement are hereby granted to the Holder in connection with the Shares.


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

    EVENT
      OF DEFAULT

    


    The
      occurrence of any of the following events of default ("Event of Default") shall,
      at the option of the Holder hereof, make all sums of principal and interest
      then
      remaining unpaid hereon and all other amounts payable hereunder immediately
      due
      and payable, upon demand, without presentment, or grace period, all of which
      hereby are expressly waived, except as set forth below:

    


    3.1 Failure
      to Deliver Common Stock or Replacement Note.
      Borrower's failure to timely deliver Common Stock to the Holder pursuant to
      and
      in the form required by this Note or, if required, a replacement
      Note.

    


    3.2 Reservation
      Default.
      Failure
      by the Borrower to have reserved for issuance upon conversion of the Note a
      sufficient number of shares of Common Stock to permit the Holder to fully
      convert this Note.

    


    3.3 Failure
      to Provide 144 Opinion. When Shares are eligible for sale under Rule 144 of
      the
      Securities Act of 1933 (“Rule 144”), failure by the Borrower’s counsel to
      provide a legal opinion authorizing the removal of the restrictive legend from
      such Shares and providing such opinion to the Borrower’s transfer agent in a
      timely manner but in no event later than three (3) business days after receiving
      notice of such sale. 

    


    ARTICLE
      IV

    MISCELLANEOUS

    


    4.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege. All
      rights and remedies existing hereunder are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    4.2 Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Borrower to: 500
      North
      Broadway, Suite 204, Jericho, NY 11753, and (ii) if to the Holder, to the name,
      address and telecopy number set forth on the front page of this
      Note.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    4.3 Amendment
      Provision.
      The
      term "Note" and all reference thereto, as used throughout this instrument,
      shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented.

    


    4.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and assigns, and
      shall inure to the benefit of the Holder and its successors and
      assigns.

    


    4.5 Cost
      of Collection.
      If
      default is made in the payment of this Note, Borrower shall pay the Holder
      hereof reasonable costs of collection, including reasonable attorneys'
      fees.

    


    4.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York. Any action brought by either party against the other concerning
      the
      transactions contemplated by this Agreement shall be brought only in the state
      courts of New York or in the federal courts located in the state of New York,
      County of New York. Both parties and the individual signing this Agreement
      on
      behalf of the Borrower agree to submit to the jurisdiction of such courts.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney's fees and costs.

    


    4..7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the maximum permitted by such law, any payments in excess
      of
      such maximum shall be credited against amounts owed by the Borrower to the
      Holder and thus refunded to the Borrower.

    


    4.8 Shareholder
      Status.
      The
      Holder shall not have rights as a shareholder of the Borrower with respect
      to
      unconverted portions of this Note. However, the Holder will have all the rights
      of a shareholder of the Borrower with respect to the shares of Common Stock
      to
      be received by Holder after delivery by the Holder of a Conversion Notice to
      the
      Borrower.

    


    IN
      WITNESS WHEREOF,
      Borrower has caused this Note to be signed in its name by an authorized officer
      as of the ____ day of ______, 2006

    


    


    


    By:________________________________

    Name:
      

    Title:
      

     

    WITNESS:

    


    


    


    ______________________________________

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    



    NOTICE
      OF CONVERSION

    


    (To
      be
      executed by the Registered Holder in order to convert the Note)

    


    


    The
      undersigned hereby elects to convert $_________ of the principal due on the
      Note
      issued by _______________________________ on December ___, 2006 into Shares
      of
      Common Stock of _____________________________ (the "Borrower") according to
      the
      conditions set forth in such Note, as of the date written below.

    


    


    


    Date
      of
      Conversion:____________________________________________________________________

    


    


    Conversion
      Price:______________________________________________________________________

    


    


    Shares
      To
      Be
      Delivered:_________________________________________________________________

    


    


    Signature:____________________________________________________________________________

    


    


    Print
      Name:__________________________________________________________________________

    


    


    Address:_____________________________________________________________________________

    


    ____________________________________________________________________________