Exhibit
10.17







CONVERTIBLE
      PROMISSORY NOTE











CARDTREND
INTERNATIONAL, INC.





and





RBSM  LLP


























May
5, 2008




































CONVERTIBLE
PROMISSORY NOTE


May
5, 2008





FOR VALUE RECEIVED, and
settlement of all past services, Cardtrend International, Inc., a Nevada
corporation (“CTDR”), promises to pay to the order of  RBSM
LLP  , or assigns (the “Holder”), the sum of TWO
HUNDRED  THOUSAND  DOLLARS  ($200,000.00) in legal
and lawful money of the United States of America, with the simple interest
thereon from May 5, 2008  (the “Loan Date”), at the rate of seven
percent (7%) per annum, pursuant to the terms and conditions outlined in this
Convertible Promissory Note (the “Note”).





I





PAYMENT
OBLIGATIONS





1.1           Maturity.  CDTR
shall repay the unpaid principal in full, together with all accrued and unpaid
interest thereon and all other amounts then due hereunder, upon the six (6)
month anniversary of the Loan Date, unless sooner (i) accelerated; (ii) paid in
full; or, (iii) converted as provided under Section 2.1, below.





1.2           Interest.  Interest
shall accrue on the unpaid principal balance of this Note commencing on the Loan
Date at the aforesaid rate and continuing until repayment of this Note, in full.
Interest shall be computed on the unpaid principal hereunder on the basis of a
three hundred sixty (360) day year and the actual days elapsed from the Loan
Date.





1.3           Prepayments.  CDTR
shall have the right, at any time, to prepay any unpaid principal or interest
due hereunder. All payments shall be applied to costs of collection (if any)
first, then to accrued interest, and with the remainder, if any, applied in
reduction of the principal sum due hereunder. Notice of any prepayment shall be
given by mail at least ten (10) days prior to the prepayment date. No further
interest will accrue on the portion of the Note to be prepaid from and after the
date fixed for prepayment if payment of the prepayment amount has been made or
duly provided for.





1.4           Delivery
of Payments.  All payments under this Note, whether of
principal or interest costs of collection, shall be made to Holder in lawful
money of the United States at such place as Holder shall designate in writing to
CDTR .





1.5           Illegality.  Nothing
in this Note shall be construed or shall operate, either presently or
prospectively, (a) to require CDTR  to pay interest at a rate greater
than is at any time lawful in such case to contract for but shall require
payment of interest only to the extent of such lawful rate, or (b) to require
CDTR to make any payment or do any act contrary to law. If it should be held
that the interest payable under this Note is in excess of the maximum permitted
by law, the interest chargeable hereunder (whether included in the face amount
or otherwise) shall be reduced to the maximum amount permitted by law, and any
excess of the said maximum amount permitted by law shall be cancelled
automatically and, at the option of Holder, if theretofore or thereafter paid,
shall be either refunded to CDTR or credited to the principal balance of this
Note (without prepayment penalties) and applied to the payment of the last
maturing installment or installments of the indebtedness evidenced hereby
(whether or not then due and payable) and not to the payment of
interest.





1





1.6           Unsecured
Obligation. The Note is not secured and no mortgage, security, or lien is
or shall be granted by CDTR upon its assets as collateral security for the
obligations of CDTR evidenced by this Note.





II





CONVERSION
RIGHTS





2.1           Conversion.
Upon maturity of the note, should CDTR not pay the Holder the principal and
interest due, the Holder shall have the right, and shall exercise such right, to
convert all principal and interest due into CDTR common stock at a price equal
to the average closing bid price per common share during the five (5) days
preceding the date  of maturity.





2.2           Reservation
of Securities. CDTR shall reserve, for the life of this Note, such
Conversion Securities as Holder is entitled to receive upon conversion of the
Note. CDTR will take any action as is reasonably necessary to ensure that there
is a sufficient quantity of such Conversion Securities into which the Note can
be converted.





2.3           Costs.  CDTR
shall pay all documentary, stamp, transfer, or other transactional taxes
attributable to the issuance or delivery of the Conversion Securities upon
conversion of all or any portion of this Note, but specifically excluding the
tax liability of Holder.





2.4           Approvals.
If any shares of Conversion Securities to be reserved for the purpose of
conversion of all or any portion of this Note require registration with or
approval of any governmental authority under any law before such shares may be
validly issued or delivered upon conversion, then CDTR will use its best efforts
to secure such registration or approval, as the case may be.





2.5           Valid
Issuance.  All shares of Conversion Securities issued upon
conversion of all or any portion of this Note will, upon such issuance, be duly
and validly issued, fully paid, and nonassessable and free from all taxes,
liens, and charges with respect to the issuance thereof, and CDTR shall take no
action that will cause a contrary result.





2.6           Execution
of Additional Agreements.  Holder agrees that upon conversion
of this Note into Conversion Securities, Holder will not unreasonably withhold
its consent to enter into any and all such additional documents to reflect that
all such Conversion Securities are issued pursuant to and in accordance with
Rule 144 of the Securities Act of 1933 and that Holder is an “accredited
investor”, as that term is defined under Rule 501(a) of the Securities Act of
1933.








III





DEFAULTS; REMEDIES;
ACCELERATION RIGHTS





3.1           Events of
Default.  The term “Event of Default”, as used in this Note,
shall mean any one of the following (regardless of the reason or cause of such
Event of Default):





(a)           CDTR
fails to make a payment, when due, of any principal or interest due on this
Note, and such default continues for a period of fifteen (15) days after receipt
of written notice from Holder;


2





(b)           The
entry of any decree or order by a court having jurisdiction
adjudging  CDTR a debtor or insolvent, or approving as property filed
a petition seeking reorganization, arrangement, adjustment, or composition of or
in respect of CDTR under the Bankruptcy Code or any other applicable federal or
state law, the appointment of a receiver, liquidation, assignee, trustee,
sequestrator, or other similar official of CDTR, or of any substantial part of
the property of CDTR, and the continuance of any such decree or order unstayed,
undischarged, or undismissed and in effect for more than ninety (90) consecutive
days;





(c)           Institution
by CDTR of proceedings, under the Bankruptcy Code or any other applicable
federal or state law, seeking an order for relief, or the consent of CDTR to the
institution of bankruptcy or insolvency proceedings against CDTR, or the consent
by CDTR to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator, or other similar official of or for
CDTR or any substantial part of the property of CDTR, or the making by CDTR of
any assignment for the benefit of creditors;





(d)           A
material breach by CDTR of any other term or provision of this Note, which
breach continues for twenty (20) days after CDTR knows or should have known of
such breach; or





(e)           CDTR
shall adopt a plan of liquidation or dissolution.




3.2           Remedies.  If
any Event of Default occurs, the Holder, by written notice to CDTR, may declare
the entire unpaid principal of this Note and accrued interest thereon due and
payable and such principal and accrued interest shall thereupon become due and
payable without  presentment, notice, protest, or demand of any kind
(all of which are expressly waived by CDTR). Upon an Event of Default and
acceleration under this Section 3.2, Holder will have full recourse against any
tangible or intangible assets of CDTR and may pursue any legal or equitable
remedies available to it hereunder to collect and otherwise enforce this Note.
Holder shall have a full right of offset for any amounts due upon such Event of
Default against any amounts payable by Holder to CDTR. If the Holder employs
counsel to enforce this Note by suit or otherwise, CDTR will reimburse the
Holder for all costs of suit and other expenses in connection therewith, whether
or not suit is actually instituted, together with reasonable attorney's fee for
collection, together with interest on any judgment obtained by the Holder,
including interest , judicial or foreclosure sale until actual payment is made
to the Holder of the full amount due the Holder.





IV





COVENANTS





4.1           Affirmative
Covenants.  Until the entire principal amount of this Note and
all accrued interest and other amounts due hereunder have been paid in full,
CDTR hereby covenants as follows:





(a)           CDTR
will not without the prior written consent of Holder, directly or indirectly,
pay any cash dividends or make any cash distributions on, or repurchase with
cash any shares of, its capital stock.





3





V





ADDITIONAL
PROVISIONS





5.1           Waiver.  The
granting, without notice, of any extension or extensions of time for payment of
any sum or sums due hereunder, or for the performance of any covenant, condition
or agreement contained herein, or the granting of any other indulgences to CDTR,
or any other modification or amendment of this Note shall in no way release or
discharge the liability of CDTR, or of any endorser, guarantor or other person
secondarily liable for this Note. CDTR and any other persons presently liable
hereon agree that additional makers, endorsers, guarantors or sureties may
become parties hereto or liable hereon without notice to them and without
affecting their liability hereunder.  Unless agreed to the contrary in
writing, failure or delay on the part of Holder to enforce any provision of this
Note shall not be deemed a waiver of any such provision, nor shall the Holder be
estopped from enforcing any such provision at a later time.





5.2           Entire
Agreement.  This Note, and all references herein, contains the
entire understanding among the parties hereto and supersedes any and all prior
written or oral agreements, understandings, and negotiations between them
respecting the subject matter contained herein. Each and every provision of this
Note is severable and independent of any other term or provision of this Note.
If any term or provision hereof is held void or invalid for any reason by a
court of competent jurisdiction, such invalidity shall not affect the remainder
of this Note.





5.3           Governing
Law.  This Note shall be governed by the laws of the
Commonwealth  of Virginia , without giving effect to any choice or
conflict of law provision or rule (whether of the Commonwealth  of
Virginia a or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the Commonwealth  of Virginia . If
any legal action, including arbitration, is necessary to enforce the terms and
conditions of this Note, the prevailing party shall be entitled to costs and
reasonable attorney’s fees.


5.4           Additional
Documentation.  The parties hereto agree to execute,
acknowledge, and cause to be filed and recorded, if necessary, any and all
documents, amendments, notices, and certificates which may be necessary or
convenient under the laws of the State of California.





5.5           Amendment
and Assignability.  This Note may be amended or modified only
by a writing signed by all parties. This Note is not assignable by either party
without the expressed written consent of all parties, except that the Holder may
assign this Note to any entity which is directly controlled by the
Holder.





5.6           Preparation
of the Note.  This Note is the result of negotiations by and
between the parties, and each party has had the opportunity to be represented by
independent legal counsel of its choice. This Note is the product of the work
and efforts of all parties, and shall be deemed to have been drafted by all
parties. In the event of a dispute, no party hereto shall be entitled to claim
that any provision should be construed against any other party by reason of the
fact that it was drafted by one particular party.





5.7           Successors
and Assigns.  This Note shall be binding upon CDTR and its
successors and assigns.








4





5.8           Execution
of Note.  This Note may be executed in any number of original,
fax , copied, or electronic counterparts, and all counterparts shall be
considered together as one agreement. A faxed, electronic, or copied counterpart
shall have the same force and effect as an original signed counterpart. Each of
the parties hereby expressly forever waives any and all rights to raise the use
of a fax machine or E-Mail to deliver a signature, or the fact that any
signature or agreement or instrument was transmitted or communicated through the
use of a fax machine or E-Mail, as a defense to the formation of a
contract.





5.9
            Piggy
      Back Registration Rights. Stock issued for payment of this note
      shall have first right for registration as an addition to a registration
      statement being filed for CDTR.





5.10         CONFESSION OF JUDGMENT;
WARRANT OF ATTORNEY.


CDTR  HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF
ANY COURT IN THE COMMONWEALTH OF VIRGINIA, OR ELSEWHERE, TO APPEAR FOR MAKER AT
ANY TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT IN ANY ACTION BROUGHT
AGAINST MAKER ON THIS NOTE AT THE SUIT OF THE PAYEE, WITH OR WITHOUT DECLARATION
FILED, AS OF ANY TERM, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST CDTR,
AND ALL OR ANY OF THEM, FOR THE ENTIRE UNPAID PRINCIPAL OF THIS NOTE OR OTHER
AMOUNTS DUE UNDER THE SECURITY AGREEMENT, AND ALL ARREARAGES OR INTEREST
THEREON, TOGETHER WITH COSTS OF SUIT AND OTHER EXPENSES IN CONNECTION THEREWITH,
AND TOGETHER WITH REASONABLE ATTORNEY'S FEES, AND FOR DOING THIS NOTE OR A COPY
HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT.





THE
AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY
EXERCISE THEREOF BUT SHALL CONTINUE FROM  TIME TO TIME AND AT ALL
TIMES UNTIL PAYMENT IN FULL OF ALL THE AMOUNTS DUE HEREUNDER.





5.11 NOTICES.


Any
notice, demand or request which may be permitted, required or desired to be
given in connection therewith shall be given in writing and directed to Seller
and Buyer as follows:




Holder: Peter
Stefanou


Partner


RBSM
LLP


1360 Beverly Road


Suite 103


McLean,
VA 22101-3621


Fax:           (703)
448-3515























5





Payor:                                                  Cardtrend
International, Inc.


800 5th
Avenue


Suite 4100


800
5th Avenue


Seattle,
Washington


King K. Ng, President


Fax: 206.470.1150





Notices
shall be deemed properly delivered and received: (i) the same day when
personally delivered; or (ii) one day after deposit with Federal Express or
other comparable commercial overnight courier; or (iii) the same day when sent
by confirmed facsimile.








VI





EXECUTION AND
ACCEPTANCE





This Note has been duly executed by the
parties, and shall be effective as of and on the Loan Date set forth
above.





PAYOR:                                                                              
HOLDER:


Cardterend
International,
Inc.                                                                         RBSM
LLP,


a
Nevada
corporation                                                                                    a
Pennsylvania Limited Liability Partnership








BY:         KING K.
NG                                                BY:        
PETER
STEFANO





NAME:  King
K.
Ng                                                                                     NAME:  
Peter Stefano





TITLE:   CEO
&
Director                                                                              TITLE:    Partner





DATED:
July 28,
2008                                                                                  
DATED: July 28, 2008


















































6