dover_1012g-ex0402.htm

EXHIBIT
4.2

    


    CONVERTIBLE
PROMISSORY NOTE

    


    For Value
Received, Dover Holding Corporation (the "Company"), promises to pay to the
order of Tryant, LLC (the "Holder"), the principal amount of $5,000.00 (FIVE-THOUSAND
DOLLARS), together with simple interest on the unpaid principal balance from the
date of this note until the date this note is paid in full, at the annual rate
of 8% (EIGHT PERCENT).

    


    1. Demand. The entire principal
amount of the loan, together with accrued but unpaid interest, shall be paid
within 30 days (THIRTY DAYS) of receipt by the corporation of a demand for
repayment by the Company. A demand for repayment by the Company shall be made in
writing and shall be delivered or mailed to the principal offices of the
Company. If demand for repayment is mailed, it shall be considered received by
the borrower on the third business day after the date when it was deposited in
the U.S. mail as registered or certified mail.

    


    2. Payments. Any payment made by the borrower
prior to ,the due
date specified above shall be applied first to accrued but unpaid interest and
the remainder shall be applied to unpaid principal. This note may be prepaid by
the borrower in whole or in part at any time without penalty. All payments shall
be made at the following address:

     

    Tryant,
LLC

    Attention:
Jeff D. Jenson 

    1608 West
2225 South 

    Woods
Cross, UT 84087

    


    3. Conversion. Upon the
completion of a 50 to 1 (FIFTY TO ONE) reverse split by the company, this Note
shall be convertible at the option of the Holder into shares of Common Stock of
the Company, at a Conversion price of $.005 (FIVE THOUSANDTHS OF A DOLLAR PER
SHARE). Notwithstanding the foregoing, the Note shall only be convertible into
Common Stock at such time as the Company's board of directors and/or
shareholders has taken all actions necessary to approve and affect the
aforementioned reverse split.

    


    4. Mechanics and Effect of Conversion. No
fractional shares of Financing Securities or Common Stock shall be issued upon
conversion of this Note. Notwithstanding any other provision of this Note or the
Note and Warrant Purchase Agreement; upon the conversion of the Obligations
under this Note, in lieu of the Company issuing any fractional shares to the
Holder, the Company shall pay to the Holder in cash the amount of the
Obligations that is not so converted. Upon conversion of this Note pursuant
hereto, the Holder shall surrender this Note, duly endorsed, at the principal
office of the Company and shall execute such documents as are reasonably
required to be executed by all purchasers of the Financing Securities. The
Company shall, as soon as practicable thereafter, issue and deliver to such
Holder at such principal office a certificate or certificates for the number of
shares of the Financing Securities or Common Stock to which the Holder shall be
entitled upon such conversion (bearing such legends as are required
by applicable state and federal securities laws in the opinion of counsel to the
Company), together with any other securities and property to which the Holder is
entitled upon such conversion under the terms of this Note. Upon full conversion
of this Note pursuant to the terms hereof, the Company shall be forever released
from all its obligations and liabilities under this Note. Upon conversion of
this Note into Financing Securities or Common Stock, the Holder shall be
entitled to all rights and privileges afforded by the Company to other holders
of such Financing Securities or Common Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Miscellaneous. This note is not assumable
without the written consent of the Company, which consent shall not be
unreasonably withheld. This note is nontransferable by the Company. This Note
shall be governed by and construed in accordance with the laws of the State of
Nevada.

     

    Date of Signing:            01/20/2005                

     

    Name of
Borrower:    Dover Holding
Corporation, a Nevada company 

     

    On Behalf
of Dover Holding Corporation,

     

     

      /s/ David M.
Marks                               

    David M.
Marks 

    President