Convertible Promissory Note of Fuel Corporation of America dated August 12, 2005



 

 

Exhibit 4.2

 

CONVERTIBLE
PROMISSORY
NOTE







The
undersigned, jointly and severally, promise to pay to the order of Tryant LLC
(“holder” or any successor holder), a Delaware limited liability company at 1608
West 2225 South, Woods Cross, Utah 84087, or at such other place as the holder
hereof may designate in writing, the sum of TWO HUNDRED AND TWENTY-FIVE THOUSAND
DOLLARS ($225,000), payable as follows:




$175,000
on the earlier of the second funding traunche or September 30, 2005;
and




$50,000
on the earlier of the third funding traunche or December 31, 2005.




In
the event of default in the payment of any sum due hereunder when the same shall
be due and payable, interest shall accrue on the entire unpaid balance of this
note thereafter at the rate of 10% per annum until paid. 




Further,
in the event of default in the payment of any sum due hereunder when the same
shall be due and payable, at the sole option of the holder, in addition to all
other rights against the makers in law and equity, the holder shall have the
right to convert the unpaid principal and interest of this note to the purchase
of shares of common stock of Fuel Corporation of America, a Nevada corporation
and one of the makers hereof (“FCA”), or any successor, at a conversion rate of
$0.1125 per share; and provided, however, as a further condition to the
execution and delivery of this note, FCA, and flexSCAN, Inc., a Delaware
corporation and one of the makers hereof (“flexSCAN”), agree not to effect a
reverse split of the outstanding common stock of FCA (or any successor) for a
period of 24 months from the Closing of the Merger Agreement. The parties hereto
agree that in the event of such a reverse split during such 24 month period,
that as liquidated damages and not as a penalty by reason of the fact that the
makers and the holder cannot quantify the amount or extent of the damages that
may be suffered by the holder as a result thereof, that there shall be no
adjustment in the conversion price whatsoever; and provided, however, other
standard anti-dilution adjustments for forward splits and similar
re-capitalizations or mergers shall be accorded the holder with respect to the
holder’s conversion rights. 




Prepayment
of this note with interest to date of payment may be made at any time without
penalty.




If
the holder deems itself insecure or if default be made in payment of the whole
or any part of any installment at the time when or the place where the same
becomes due and payable as aforesaid, then the entire unpaid balance, with
interest as aforesaid, shall, at the election of the holder hereof and without
notice of said election at once become due and payable. In event of any such
default or acceleration, the undersigned, jointly and severally, agree to pay to
the holder hereof reasonable attorney's fees, legal expenses and lawful
collection costs in addition to all other sums due hereunder.























 

Presentment,
demand, protest, notice of dishonor and extension of time without notice are
hereby waived and the undersigned consent to the release of any security, or any
part thereof, with or without substitution.

 


	 	 	 	 
	Date:
      	 8/12/2005	FUEL
      CORPORATION OF AMERICA
	 	
      

      
 	 
 	 
 
		 	By   	 /s/ Thomas Banks
	
      

    	
      

    
	Address	 



 



	 	 	 	 
	Date:
      	 8/12/2005	FLEXSCAN,
      INC.
	 	
      

      
 	 
 	 
 
		 	By   	 /s/ Thomas Banks
	
      

    	
      

    
	Address	 



 

 

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