EXHIBIT
10.4
  
 THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933. IT MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AREGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THESECURITY UNDER SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
  FUSA
CAPTIAL CORPORATION
 
 CONVERTIBLE
PROMISSORY NOTE
 
 $50,000.00
              Seattle,
      WashingtonDated
      as of April 11, 2009
 
 FUSA
Capital Corporation, a Nevada corporation (the “Company”), for value received,
hereby promises to pay to FSAC Investment Partners, or its registered assigns
(“Holder”), the sum of Fifty Thousand Dollars ($50,000.00) on the terms and
conditions set forth hereinafter. Payment for all amounts due hereunder shall be
made by mail to the registered address of Holder.
 
 The
following is a statement of the rights of Holder of this Note and the conditions
to which this Note is subject, and to which Holder hereof, by the acceptance of
this Note, agrees:
 
 1.          
  Maturity; Partial Prepayment. The principal hereof and any unpaid
accrued interest hereon, as set forth below, shall be due and payable on the
earlier to occur of: (i) December 31, 2009 (“Maturity Date”); and (ii) when
declared due and payable by Holder upon the occurrence of an Event of Default
(as defined below).
 
 2.        
    Interest. The Company shall pay interest at the rate of the
lowerof (i) 10 percent
per annum; or (ii) the maximum allowable rate under applicable laws (such rate,
the “Interest Rate”) on the principal of this Note outstanding during the period
beginning on the date of this Note and ending on the date that the principal
amount of this Note is repaid in full. Interest shall be calculated on the basis
of a 360-day year for the actual number of days elapsed. Interest accruing on
this Note shall be due and payable at the Maturity Date or upon the occurrence
of an Event of Default. The Company shall pay the interest due on this Note by
delivering to Holder cash equal to the outstanding principal amount of the Note
plus any due and unpaid interest. If there occurs an acceleration or prepayment
of the Note prior to the Maturity Date in accordance with the terms hereof, all
interest due and payable at such time on the principal amount due shall be paid
in full. All payments hereunder are to be applied first to reasonable costs and
fees referred to herein, second to the payment of accrued interest, and the
remaining balance to the payment of principal.
 
 1
 
 3.            
Events of Default. If any of the events specified in this Section 3 shall occur
(herein individually referred to as an “Event of Default”), Holder may, so long
as such condition exists, declare the entire principal and unpaid accrued
interest hereon immediately due and payable, by notice in writing to the
Company:
 
 (a)           Default
in the payment of the principal or unpaid accrued interest of this Note when due
and payable; or
 
 (b)           The
institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer or consent
seeking reorganization or release under the Federal Bankruptcy Act, or any other
applicable Federal or state law, or the consent by it to the filing of any such
petition or the appointment of a receiver, liquidator, assignee, trustee or
other similar official of the Company, or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the taking of corporate action by the Company in furtherance of any such action;
or
 
 (c)           
If, within 60 calendar days after the commencement of an action against the
Company, without the consent or acquiescence of the Company (and service of
process in connection therewith on the Company) seeking any bankruptcy,
insolvency, reorganization, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such action shall not have been
resolved in favor of the Company or all orders or proceedings thereunder
affecting the operations or the business of the Company stayed, or if the stay
of any such order or proceeding shall thereafter be set aside, or if, within 60
calendar days after the appointment without the consent or acquiescence of the
Company of any trustee, receiver or liquidator of the Company or of all or any
substantial part of the properties of the Company, such appointment shall not
have been vacated.
 
 4.             Holder’s
Rights Upon Event of Default. Upon the occurrence and continuance of any Event
of Default, Holder in its sole and absolute discretion shall have the right to
declare all unpaid interest and principal immediately due and payable and
exercise all other legal rights in connection therewith.
 
 5.    
        Conversion; Optional
Reinvestment.
 
 (a)           
Optional Conversion. Holder may elect at its sole discretion to convert the
outstanding principal balance and unpaid accrued interest on this Note into
shares of Common Stock at any time. The number of shares of Common Stock to be
issued upon such conversion shall be equal to the quotient obtained by dividing
(a) the outstanding principal and unpaid accrued interest due on this Note on
the date of conversion, by (b) the conversion price of the lower of (i) the thirty day
trailing average closing price of the Company’s shares as quoted on the OTC
Bulletin Board or (ii) the price per share of any subsequent equity financing
conducted by the Company subsequent to the date of this note in which the
Company receives aggregate net proceeds of at least $50,000 (“Conversion
Price”). The Common Stock received by Holder pursuant to the conversion of the
Note shall be referred to as the “Conversion Shares.”
 
 2
 
 (b)           Identical
Terms. The Common Stock, as the case may be, received by Holder pursuant to the
conversion of the Note hereunder shall have identical rights, preferences and
privileges as those shares received by investors currently holding or
subscribing for Common Stock, as applicable.
 
 (c)           Conversion
Procedure. If this Note is to be converted, written notice shall be delivered by
Holder to the Company, at its address set forth on the signature page hereto,
notifying the Company of the conversion to be effected, specifying the principal
amount of the Note to be converted, the amount of accrued interest to be
converted, and a statement of commitment to surrender to the Company, in the
manner and at the place designated, the Note. Holder will surrender this Note
within 10 business days after receiving the Conversion Shares hereunder.
Promptly upon receipt of this Note, the Company will issue a new note on the
same terms as provided herein for any amount of this Note not being
converted.
 
 (d)           Delivery
of Stock Certificates. As promptly as practicable after the conversion of this
Note but in no event later than 15 calendar days after the date of delivery of
the notice to the Company under Section 5(c), the Company at its expense will
issue and deliver to Holder a certificate or certificates for the number of full
shares of the Common Stock issuable upon such conversion. Upon conversion of the
Note, the Company shall take all such actions as are necessary in order to
insure that the Conversion Shares issuable with respect to such conversion shall
be validly issued, fully paid and nonassessable.
 
 (e)           Mechanics
and Effect of Conversion. No fractional shares of Common Stock shall be issued
upon conversion of this Note. In lieu of the Company issuing any fractional
shares to Holder upon the conversion of this Note, the Company shall pay to
older the amount of outstanding principal and interest that is not so converted,
such payment to be in the form as provided below. Upon conversion of this Note,
the Company shall be forever released from all of its obligations and
liabilities under this Note (to the extent of the amounts converted), except
that the Company shall be obligated to pay Holder, within 10 business days after
the date of such conversion, any interest accrued and unpaid or unconverted to
and including the date of such conversion, and no more.
 
 (f)           Notices
of Record Date, etc. In the event of:
 
 (i)         
  any taking by the Company of a record of holders of any class of
securities of the Company for the purpose of determining holders thereof who are
entitled to receive any dividend (other than a cash dividend payable out of
earned surplus at the same rate as that of the last such cash dividend
theretofore paid) or other distribution, or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right; or
 
 3
 
 
 (ii)           any
capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company or any transfer of all or substantially all
of the assets of the Company to any other person or any consolidation or merger
involving the Company; or
 
 (iii)           any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company;
  the
Company will mail to Holder at least 20 calendar days prior to the earliest date
specified therein, a notice specifying:
 
 (A)           The
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right; and
 
 (B)           The
date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding-up is expected to
become effective and the record date for determining stockholders entitled to
vote thereon.
 
 (g)           Reservation
of Stock Issuable Upon Conversion. The Company shall
 before
the conversion of this Note into Common Stock pursuant to the terms set forth
herein, increase the number of authorized but unissued shares of Common Stock as
necessary, and at all times reserve and keep available out of such duly
authorized but unissued shares of Common Stock, such number of its duly
authorized Common Stock as shall be sufficient to effect the conversion of the
Note pursuant to the terms set forth herein. If at any relevant time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of the entire outstanding principal amount of this Note,
in addition to such other remedies as shall be available to Holder, the Company
will use its best efforts to forthwith take such corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes.
 
 (h)           Special
Conversion Limitation. The Company shall neither be permitted nor required to
convert any amounts due hereunder in the event that such a conversion would
result in any Holder having more than 4.9% of the issued and outstanding common
stock of the Company.
 
 
 6.       
     Prepayment. Upon 5 calendar days’ prior written
notice to Holder, the Company may at any time prepay in whole or in part, the
principal sum, plus accrued interest to date of such prepayment, of this Note;
provided that, after the date of such notice and prior to the proposed
prepayment date, Holder may elect to convert such amounts to the issued
securities of the Company at the Conversion Price in accordance with the terms
of Section 5.
 
 7.         
   Subscription Rights. Holder shall have no subscription rights
by virtue of this Note.
 
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 8. 
           
Representations and Warranties. The Company hereby represents and
warrants:
 
 (a)           Due
Organization and Qualification. The Company is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own and use its properties and assets and to
carry on its business as currently conducted. The Company is in no violation or
default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. The Company
is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may
be, could not have or reasonably be expected to result in (i) a material adverse
effect on the legality, validity or enforceability of this Note, (ii) a material
adverse effect on the results of operations, assets, business, prospects or
condition (financial or otherwise) of the Company, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under the Note (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and to the Company’s knowledge no proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or
qualification.
 
 (b)           Authorization;
Enforcement. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by the Note and
otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of the Note by the Company and the consummation by it of the
transactions contemplated thereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the
Company, its board of directors or its shareholders in connection therewith. The
Note has been (or upon delivery will have been) duly executed by the Company
and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.
 
 (c)           No
Conflicts. The execution, delivery and performance of the Note by the Company,
the issuance and sale of the securities and the consummation by the Company of
the other transactions contemplated hereby and thereby do not and will not (i)
conflict with or violate any provision of the Company’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company is subject (including federal and state
securities laws and regulations), or by which any property or asset of the
Company is bound or affected.
 
 5
 
 (d)           Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of the Company, threatened against or
affecting the Company before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or
foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of the Note or (ii) could, if there
were an unfavorable decision, have or reasonably be expected to result in a
Material Adverse Effect. Neither the Company, nor any director or officer
thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty.
 
 9.       
    Successors and Assigns; Assignment. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto. Nothing in this Note, express or implied,
is intended to confer upon any party, other than the parties hereto and their
successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Note, except as expressly provided herein. The Company may
not assign this Note or any of the rights or obligations referenced herein
without the prior written consent of Holder.
 
 10.           
Waiver and Amendment. Any provision of this Note may be amended, waived or
modified upon the written consent of the Company and Holder.
 
 11.           Waiver
of Notice. The Company hereby waives notice, presentment, demand, protest and
notice of dishonor.
 
 12.           Treatment
of Note. To the extent permitted by generally accepted accounting principles,
the Company will treat, account and report the Note as debt and not equity for
accounting purposes and with respect to any returns filed with Federal, state or
local tax authorities.
 
 13.           Notices.
Any notice, request or other communication required or permitted hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered or if sent by nationally recognized courier service or mailed by
registered or certified mail, postage prepaid, to the respective addresses of
the parties as set forth on the signature page hereof or if sent by facsimile to
the respective facsimile numbers of the parties set forth on the signature page
hereof. Any party hereto may by notice so given change its address for future
notice hereunder. Notice shall conclusively be deemed to have been given and
received when personally delivered or 3 business days after deposited in the
mail or one business day after sent by courier or upon confirmation of facsimile
delivery in the manner set forth above.
 
 14.           No
Stockholder Rights. Nothing contained in this Note shall be construed as
conferring upon Holder or any other person the right to vote or to consent or to
receive notice as a stockholder in respect of meetings of stockholders for the
election of directors of the Company or any other matters or any rights
whatsoever as a stockholder of the Company; and no dividends or interest shall
be payable or accrued in respect of this Note or the interest represented hereby
or the securities into which this Note is convertible hereunder until, and only
to the extent that, this Note shall have been converted.
 
 6
 
 15.           Governing
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, excluding that body of law relating to conflict of
laws.
 
 16.           Heading;
References. All headings used herein are used for convenience only and shall not
be used to construe or interpret this Note. Except as otherwise indicated, all
references herein to Sections refer to Sections hereof.
 
 
 
 IN WITNESS WHEREOF,the
Company has caused this Note to be issued as of the date first written
above.
 
 FUSA
      Capital CorporationBy:
      /s/ Jenifer
      OsterwalderName:
      Jenifer OsterwalderIts:
      President
 
 
 Holder:            FSAC
Investment Partners
 
  
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  NOTICE OF
CONVERSION
 (Signed
Only Upon Conversion of Note)
 
 
 To FUSA
Capital Corporation.:
 
 The
undersigned, a holder of $_______ of the $50,000 Convertible Note of FUSA
Capital Corproation due December 31, 2009 (the “Note”), hereby agrees to
surrender the Note for conversion into ________________shares of Common Stock of
FUSA Capital Corporation to the extent of ________________________ dollars
($____________) unpaid principal amount of the Note, and________________________
dollars ($____________) unpaid accrued interest under the Note and requests that
the certificates for such shares be issued in the name of, and delivered to,
_________________________________________________, whose address is
_________________________________________________________. Conversion should be
effected as of ___________________.
 
 
 Dated:
 
 Signature:Address:


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