wuexhibit.htm


    10%
SECURED PROMISSORY NOTE

     

     

                                                                                                

       

      
        	 $4,000  	
                March 16,
  2009

              


      

       

       

    

    FOR VALUE RECEIVED, Wave Uranium
Holding, a Nevada corporation (the “Maker”),
with its primary offices located at 5348 Vegas Drive, Suite 228, Las Vegas, NV
89108 promises to pay to the order of Pierce Diversified Master Strategy Fund
LLC, Ena, or its registered assigns (the “Payee”),
upon the terms set forth below, the principal sum of Four Thousand Dollars
($4,000) plus interest on the unpaid principal sum outstanding at the rate of
10% per annum (this “Note”).
Any defined terms used but not defined herein have the meanings assigned to them
in that certain Securities Purchase Agreement among the Maker and the Holder
dated March 20, 2008.

     

     

    
      	
              1.

            	
              Payments.

            


    

     

    
      	
              (a) 

            	
              The full
      amount of principal and accrued interest under this Note shall be due June
      17, 2009 (the “Maturity
      Date”), unless due earlier in accordance with the terms of this
      Note.

            


    

     

    
      	
              (b) 

            	
              The Maker
      shall pay interest to the Payee on the aggregate then outstanding
      principal amount of this Note at the rate of 10% per annum, payable upon
      the Maturity Date unless due earlier in accordance with the terms of this
      Note.

            


    

     

    
      	
              (c) 

            	
              All overdue
      accrued and unpaid principal and interest to be paid hereunder shall
      entail a late fee at the rate of 18% per annum (or such lower maximum
      amount of interest permitted to be charged under applicable law) which
      will accrue daily, from thedate such
      principal and/or interest is due hereunder through and including the date
      of payment.

            


    

     

    
      	
              2.

            	
              Secured
      Obligation. This Note is a further advance under that certain
      Security Agreement dated March 20, 2008 among the Maker, the Payee and the
      other parties thereto (the “Security Agreement”) and is secured by the
      security interest granted under the Security
      Agreement.

            


    

    
    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              Events
      of Default.

            


    

     

    
      	(a)	
              “Event
      of Default”, wherever used herein, means any one of the following
      events (whatever the reason and whether it shall be voluntary or
      involuntary or effected by operation of law or pursuant to any judgment,
      decree or order of any court, or any order, rule or regulation of any
      administrative or governmental
body):

            


    

     

    
      	 	(i)	
              Any default
      in the payment of the principal of, or the interest on, this Note, as and
      when the same shall become due and
payable;

            


    

     

    
      	 	(ii)	
              Maker shall
      fail to observe or perform any obligation or shall breach any term or
      provision of this Note and such failure or breach shall not have been
      remedied within ten days after the date on which notice of such failure or
      breach shall have been delivered;

            


    

     

    
      	 	(iii)	
              Maker or any
      of its subsidiaries shall fail to observe or perform any of their
      respective obligations owed to Payee or any other covenant, agreement,
      representation or warranty contained in, or otherwise commit any breach
      hereunder or in any other agreement executed in connection
      herewith;

            


    

     

    
      	 	
              (iv) 

            	
              Maker or any
      of its subsidiaries shall commence, or there shall be commenced against
      Maker or any subsidiary a case under any applicable bankruptcy or
      insolvency laws as now or hereafter in effect or any successor thereto, or
      Maker or any subsidiary commences any other proceeding under any
      reorganization, arrangement, adjustment of debt, relief of debtors,
      dissolution, insolvency or liquidation or similar law of any jurisdiction
      whether now or hereafter in effect relating to Maker or any subsidiary, or
      there is commenced against Maker or any subsidiary any such bankruptcy,
      insolvency or other proceeding which remains undismissed for a period of
      60 days; or Maker or any subsidiary is adjudicated insolvent or bankrupt;
      or any order of relief or other order approving any such case or
      proceeding is entered; or Maker or any subsidiary suffers any appointment
      of any custodian or the like for it or any substantial part of its
      property which continues undischarged or unstayed for a period of 60 days;
      or Maker or any subsidiary makes a general assignment for the benefit of
      creditors; or Maker or any subsidiary shall fail to pay, or shall state
      that it is unable to pay, or shall be unable to pay, its debts generally
      as they become due; or Maker or any subsidiary shall call a meeting of its
      creditors with a view to arranging a composition, adjustment or
      restructuring of its debts; or Maker or any subsidiary shall by any act or
      failure to act expressly indicate its consent to, approval of or
      acquiescence in any of the foregoing; or any corporate or other action is
      taken by Maker or any subsidiary for the purpose of effecting any of the
      foregoing;

            


    

     

    
      	 	
              (v)

            	
              Maker or any
      subsidiary shall default in any of its respective obligations under any
      other note or any mortgage, credit agreement or other facility, indenture
      agreement, factoring agreement or other instrument under which there may
      be issued, or by which there may be secured or evidenced any indebtedness
      for borrowed money or money due under any long term leasing or factoring
      arrangement of Maker or any subsidiary, whether such indebtedness now
      exists or shall hereafter be created, including, without limitation, the
      Security Agreement and the Purchase Agreement and the Debentures (as
      defined in the Security Agreement), and such default shall result in such
      indebtedness becoming or being declared due and payable prior to the date
      on which it would otherwise become due and payable;
  or

            


    

     

    
      	 	
              (vi)

            	
              Maker shall
      (a) be a party to any Change of Control Transaction (as defined below),
      (b) agree to sell or dispose all or in excess of 33% of its assets in one
      or more transactions (whether or not such sale would constitute a Change
      of Control Transaction), (c) redeem or repurchase more than a de minimis
      number of shares of Common Stock or other equity securities of Maker, or
      (d) make any distribution or declare or pay any dividends (in cash or
      other property, other than common stock) on, or purchase, acquire, redeem,
      or retire any of Maker's capital stock, of any class, whether now or
      hereafter outstanding. “Change of Control Transaction” means the
      occurrence of any of: (i) an acquisition after the date hereof by an
      individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
      promulgated under the Securities Exchange Act of 1934, as amended) of
      effective control (whether through legal or beneficial ownership of
      capital stock of Maker, by contract or otherwise) of in excess of 33% of
      the voting securities of Maker, (ii) a replacement at one time or over
      time of more than one-half of the members of Maker's board of directors
      which is not approved by a majority of those individuals who are members
      of the board of directors on the date hereof (or by those individuals who
      are serving as members of the board of directors on any date whose
      nomination to the board of directors was approved by a majority of the
      members of the board of directors who are members on the date hereof),
      (iii) the merger of Maker with or into another entity that is not
      wholly-owned by Maker, consolidation or sale of 33% or more of the assets
      of Maker in one or a series of related transactions, or (iv) the execution
      by Maker of an agreement to which Maker is a party or by which it is
      bound, providing for any of the events set forth above in (i), (ii) or
      (iii).

            


    

     

    
      	
              (b) 

            	
              If any Event
      of Default occurs, the full principal amount of this Note, together with
      all accrued interest thereon, shall become, at the Payee's election,
      immediately due and payable in cash. Commencing 5 days after the
      occurrence of any Event of Default that results in the acceleration of
      this Note, the interest rate on this Note shall accrue at the rate of 18%
      per annum, or such lower maximum amount of interest permitted to be
      charged under applicable law.  The Payee need not provide and
      Maker hereby waives any presentment, demand, protest or other notice of
      any kind, and the Payee may immediately and without expiration of any
      grace period enforce any and all of its rights and remedies hereunder and
      all other remedies available to it under applicable law. Such declaration
      may be rescinded and annulled by Payee at any time prior to payment
      hereunder. No such rescission or annulment shall affect any subsequent
      Event of Default or impair any right consequent
  thereon.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4. 

            	
              Conversion.  The
      Payee shall have the right, in its sole discretion, to convert the
      principal balance of this Note then outstanding plus accrued but unpaid
      interest, in whole or in part, into common stock of the Maker (or its
      successor) at a conversion price of $0.10 per share (adjusted for any
      subsequent stock splits, reverse splits, and similar capital adjustments).
      Any such conversion shall be accomplished through the procedures set forth
      in Section 4 of the Debentures. Maker acknowledges that this conversion
      feature of this Note will have the effect of causing an adjustment to the
      Conversion Price of the Debentures and the Exercise Price of the
      Warrants.

            


    

     

    
      	
              5. 

            	
              Warrant
      Exchange. In consideration of the loan evidenced by this Note, and
      Payee’s agreement to exchange its Warrant as set forth in this Section 5,
      Maker agrees to exchange Payee’s Warrant dated March 20, 2008 for 1,667
      shares of Maker’s Common Stock. Payee acknowledges that such Common Stock
      has not been registered under the Securities Act and must be held until
      registered or else eligible for resale by the Payee pursuant to Rule
      144.

            


    

     

    
      	
              6. 

            	
              No
      Waiver of Payee's Rights.    All payments of
      principal and interest shall be made without setoff, deduction or
      counterclaim. No delay or failure on the part of the Payee in exercising
      any of its options, powers or rights, nor any partial or single exercise
      of its options, powers or rights shall constitute a waiver thereof or of
      any other option, power or right, and no waiver on the part of the Payee
      of any of its options, powers or rights shall constitute a waiver of any
      other option, power or right. Maker hereby waives presentment of payment,
      protest, and all notices or demands in connection with the delivery,
      acceptance, performance, default or endorsement of this Note. Acceptance
      by the Payee of less than the full amount due and payable hereunder shall
      in no way limit the right of the Payee to require full payment of all sums
      due and payable hereunder in accordance with the terms
      hereof.

            


    

     

    
      	
              7. 

            	
              Modifications.   No
      term or provision contained herein may be modified, amended or waived
      except by written agreement or consent signed by the party to be bound
      thereby.

            


    

     

    
      	
              8. 

            	
              Cumulative
      Rights and Remedies; Usury.   The rights and
      remedies of Payee expressed herein are cumulative and not exclusive of any
      rights and remedies otherwise available under this Note, the Security
      Agreements, or applicable law (including at equity). The election of Payee
      to avail itself of any one or more remedies shall not be a bar to any
      other available remedies, which Maker agrees Payee may take from time to
      time. If it shall be found that any interest due hereunder shall violate
      applicable laws governing usury, the applicable rate of interest due
      hereunder shall be reduced to the maximum permitted rate of interest under
      such law.

            


    

     

    
      	
              9. 

            	
              Collection
      Expenses.   If Payee shall commence an action or
      proceeding to enforce this Note, then Maker shall reimburse Payee for its
      costs of collection and reasonable attorneys fees incurred with the
      investigation, preparation and prosecution of such action or
      proceeding.

            


    

     

    
      	
              10. 

            	
              Severability.    If
      any provision of this Note is declared by a court of competent
      jurisdiction to be in any way invalid, illegal or unenforceable, the
      balance of this Note shall remain in effect, and if any provision is
      inapplicable to any person or circumstance, it shall nevertheless remain
      applicable to all other persons and circumstances. If it shall be found
      that any interest or other amount deemed interest due hereunder shall
      violate applicable laws governing usury, the applicable rate of interest
      due hereunder shall automatically be lowered to equal the maximum
      permitted rate of
interest.

            


    

     

    
      	
              11. 

            	
              Successors
      and Assigns.   This Note shall be binding upon Maker
      and its successors and shall inure to the benefit of the Payee and its
      successors and assigns. The term "Payee" as used herein, shall also
      include any endorsee, assignee or other holder of this
      Note.

            


    

     

    
      	
              12. 

            	
              Lost
      or Stolen Promissory Note.   If this Note is lost,
      stolen, mutilated or otherwise destroyed, Maker shall execute and deliver
      to the Payee a new promissory note containing the same terms, and in the
      same form, as this Note. In such event, Maker may require the Payee to
      deliver to Maker an affidavit of lost instrument and customary indemnity
      in respect thereof as a condition to the delivery of any such new
      promissory note.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              13. 

            	
              Due
      Authorization.  This Note has been duly authorized,
      executed and delivered by Maker and is the legal obligation of Maker,
      enforceable against Maker in accordance with its terms.  No
      consent of any other party and no consent, license, approval or
      authorization of, or registration or declaration with, any governmental
      authority, bureau or agency is required in connection with the execution,
      delivery or performance by the Maker, or the validity or enforceability of
      this Note other than such as have been met or obtained. The execution,
      delivery and performance of this Note and all other agreements and
      instruments executed and delivered or to be executed and delivered
      pursuant hereto or thereto or the securities issuable upon conversion of
      this will not  violate any provision of any existing law or
      regulation or any order or decree of any court, regulatory body or
      administrative agency or the certificate of incorporation or by-laws of
      the Maker or any mortgage, indenture, contract or other agreement to which
      the Maker is a party or by which the Maker or any property or assets of
      the Maker may be bound.

            


    

     

    
      	
              14. 

            	
              Governing
      Law, Arbitration.  All questions concerning the
      construction, validity, enforcement and interpretation of this Note shall
      be governed by and construed and enforced in accordance with, and any
      dispute between the parties relating to or arising from this Note shall be
      governed by, the internal laws of the State of New York, without regard to
      the principles of conflicts of law thereof.  Each party agrees
      that all legal proceedings concerning the interpretations, enforcement and
      defense of the transactions contemplated by this Note (whether brought
      against a party hereto or its respective affiliates, directors, officers,
      shareholders, employees or agents), as well as any dispute between the
      parties relating to this Note, shall be resolved by binding arbitration in
      San Francisco, California before an arbitrator with experience in
      commercial disputes relating to securities.  The arbitration
      shall be administered by JAMS pursuant to its Comprehensive Arbitration
      Rules and Procedures, or, if for any reason JAMS refuses to administer
      such arbitration or JAMS is no longer in business, by the American
      Arbitration Association (“AAA”) in accordance with its rules and
      procedures. Unless the arbitrator determines that there is exceptional
      need for additional discovery, discovery in the arbitration shall be
      limited as follows:  (1) the parties
      shall exchange non-privileged relevant documents including,
      without limitation, all documents that the parties intend to use as
      evidence in the arbitration; and (2) each party shall
      be entitled to take one deposition of seven hours duration
      of either an opposing party or a non-party.  If one party fails
      to respond within 20 days after the other party mails a written list of
      proposed arbitrators to that party by either agreeing to one of the
      proposed arbitrators or suggesting 3 or more alternate arbitrators, the
      proposing party may select the arbitrator from among its initial list of
      proposed arbitrators and JAMS (or AAA if it is administering the
      arbitration) shall then appoint that arbitrator to preside over the
      arbitration.  If the parties are unable to agree on an arbitrator,
      the parties shall select an arbitrator pursuant to the rules of JAMS (or
      AAA if it is administering the arbitration).   Where reasonable, the
      arbitrator shall schedule the arbitration hearing within four (4) months
      after being appointed.  The arbitrator must render a decision in
      writing, explaining the legal and factual basis for decision as to each of
      the principal controverted issues.  The arbitrator’s decision will be
      final and binding upon the parties.  A judgment upon any award may be
      entered in any court of competent jurisdiction.  This clause
      shall not preclude the parties from seeking provisional remedies in aid of
      arbitration, such as injunctive relief, from any court of competent
      jurisdiction. Each
      party shall be responsible for advancing one-half of the costs of
      arbitration, including all JAMS (or AAA) fees; provided that, in the
      award, the prevailing party shall be entitled to recover all of its costs
      and expenses, including reasonable attorneys’ fees and costs, arbitrator
      fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs
      incurred in compelling arbitration.  The parties are not waiving, and
      expressly reserve, any rights they may have under federal securities laws,
      rules, and regulations, and any such rights shall be determined in the
      arbitration provided for herein.  Each party hereby irrevocably
      agrees and submits to the jurisdiction of the federal and state courts
      located in the City of San Francisco, California, for any suit, action or
      proceeding enforcing this arbitration provision or entering judgment upon
      any arbitral award made pursuant to this arbitration provision, and each
      party hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of such courts, or that such suit, action or proceeding is an
      inconvenient venue.  Each party hereby irrevocably waives
      personal service of process and consents to process being served in any
      such suit, action or proceeding by mailing a copy thereof via registered
      or certified mail or overnight delivery (with evidence of delivery) to
      such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service
      of process and notice thereof.  Nothing contained herein shall
      be deemed to limit in any way any right to serve process in any other
      manner permitted by law.  This provision will be interpreted,
      construed and governed according to the Federal Arbitration Act (9 U.S.C.
      Sections 1 et seq.).

            


    

     

     

    
      	
              15. 

            	
              Notice.  
      Any and all notices or other communications or deliveries to be provided
      by the Payee hereunder, including, without limitation, any conversion
      notice, shall be in writing and delivered personally, by facsimile, sent
      by a nationally recognized overnight courier service or sent by certified
      or registered mail, postage prepaid, addressed to the Maker, 5348 Vegas
      Drive, Suite 228, Las Vegas, NV 89108, or such other address or facsimile
      number as the Maker may specify for such purposes by notice to the Payee
      delivered in accordance with this paragraph.  Any and all
      notices or other communications or deliveries to be provided by the Maker
      hereunder shall be in writing and delivered personally, by facsimile, sent
      by a nationally recognized overnight courier service or sent by certified
      or registered mail, postage prepaid, addressed to each Payee at the
      address of such Payee appearing on the books of the Maker, or if no such
      address appears, at the principal place of business of the Payee at One
      Ferry Building, Suite 255, San Francisco, CA 94111.  Any notice
      or other communication or deliveries hereunder shall be deemed given and
      effective on the earliest of (i) the date of transmission if delivered by
      hand or by telecopy that has been confirmed as received by 5:00 P.M. on a
      business day, (ii) one business day after being sent by nationally
      recognized overnight courier or received by telecopy after 5:00 P.M. on
      any day, or (iii) five business days after being sent by certified or
      registered mail, postage and charges prepaid, return receipt
      requested.

            


    

     

    
      	
              16.

            	
              Public
      Disclosure.  The Maker shall, on the business day
      following the date hereof, issue a Current Report on Form 8-K, reasonably
      acceptable to the Payee, disclosing the material terms of the transactions
      contemplated hereby, and shall attach this Note thereto and other
      agreements entered into in connection herewith.  The Maker shall
      consult with the Payee in issuing any other press releases with respect to
      the transactions contemplated
hereby.

            


    

     

    The undersigned
signs this Note as a maker and not as a surety or guarantor or in any other
capacity.

     

                            WAVE URANIUM
HOLDING

     

                            By:  _____________________

                            Name:

                            Title: