Exhibit 10.16


    LANGUAGE
      ACCESS NETWORK, INC.

    


    FORM
      OF CONVERTIBLE SUBORDINATED NOTE

    MATURITY:
      ONE (1) YEAR FROM ISSUANCE

     

    
      	
              $150,000

            	
              June
                14, 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, (1) 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 shall 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
      becoine
      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)
      lf,
      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:
                6/14/06