THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS
BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW
WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION
AND QUALIFICATION ARE NOT REQUIRED.




FIRST
AMENDED AND RESTATED


CONVERTIBLE
PROMISSORY NOTE




$120,000
            
            January
      31, 2007Las
      Vegas, NV




This
First Amended and Restated Convertible Promissory Note (the “First Restated
Note” or “this Note”) is hereby issued by Language Access Network, Inc., a
Nevada corporation (“Borrower”) to Edward F. Panos, (“Lender”). This Note amends
and restates in its entirety that certain Convertible Demand Promissory Note
dated December 31, 2006 in the principal amount of $120,000.00 (the “Original
Note”).




For Value
Received, Borrower hereby unconditionally promises to pay to the order of Lender
in lawful money of the United States of America and in immediately available
funds, the aggregate principal sum of up to $120,000.00, or, if less, the
aggregate principal amount of the borrowing outstanding (the “Principal Amount”)
together with accrued and unpaid interest thereon in the amount of 10% per annum
until maturity. Interest shall be computed on the basis of a 365-day year or
366-day year as applicable, and actual days lapsed. This Note shall mature three
(3) years from the date of issuance (the “Maturity Date”).





1.
            Repayment.





The
outstanding Principal Amount and all interest accrued thereon shall be payable
on the Maturity Date, unless Borrower defaults pursuant to Section 3 below or
Lender decides to convert this Note into shares of common stock pursuant to
Section 4 below. Borrower may at any time and from time to time prepay the
Principal Amount, in whole or in part, without premium or penalty.




2.
            Place of Payment;
      Application of Payments.





All
amounts payable hereunder shall be payable to Lender on the Maturity Date in
United States dollars at such bank account as shall be designated by Lender in
immediately available funds. Payment on this Note shall be applied first to any
expenses of collection, then to accrued interest, and thereafter to the
outstanding Principal Amount hereof.




3.
            Default.





Upon the
occurrence of an Event of Default, the unpaid Principal Amount, all unpaid
accrued interest thereon and all other amounts owing hereunder may, at the
option of Lender, become immediately due and payable to Lender. An Event of
Default occurs upon any of the following: (a) if Borrower is not able to pay the
Principal Amount of the note along with all interest accrued on the Maturity
Date; (b) if any other note holder calls in a note prior to the Maturity Date
and the Borrower cannot pay the principal and all accrued









interest
of that note; (c) if the Borrower becomes unable to pay its debts to vendors as
they become due; or (d) the Borrower's insolvency, assignment for the benefit of
creditors, application for or appointment of a receiver, filing of a voluntary
or involuntary petition under any provision of the United States Bankruptcy Code
or amendments hereto or any other United States federal or state statute
affording relief to debtors; or there shall be commenced against the Borrower
any such proceeding or filed against the Borrower any such application or
petition which proceeding, application or petition is not dismissed or withdrawn
within sixty (60) days of commencement or filing as the case may
be.





4.
            Conversion.




Borrower
may, at its option, at any time after an Event of Default, upon thirty (30) days
written notice to Borrower, which time will allow Borrower to cure the default,
but prior to payment in full of any outstanding principal and interest payments
on this Note, convert all or any portion of the Note into shares of the
Borrower’s common stock, $.001 par value per share (the “Common Stock”) at $1.00
per share.





In
addition, no earlier than sixty (60) days from the Maturity Date, Lender may at
its option elect to convert the outstanding Principal Amount and unpaid accrued
interest thereon as of such date into Common Stock, in accordance with this
Section 4. The Lender shall give at least fourteen (14) days prior notice (the
“Conversion Notice”) to Borrower of the date on which such conversion is to be
effectuated (such date, the “Conversion Date”). On the Conversion Date, Lender
may convert the full outstanding  Principal Amount and all interest
accrued on this Note into shares of Borrower’s Common Stock at $1.00 per share
(the “Conversion Price”).  Lender shall be deemed to be the
shareholder of record as of the Conversion Date with respect to the Common
Stock. Within fourteen (14) days subsequent to the Conversion Date, Lender shall
surrender this Note to Borrower or its transfer agent, duly marked cancelled
and, in exchange therefore, Lender shall receive from Borrower share
certificates evidencing the Common Stock in the name or names in which Lender
wishes such certificate or certificates for the Common Stock to be issued. If
within fourteen (14) days of the Conversion Date, Lender is unable to deliver
this Note, Lender shall notify Borrower or its transfer agent that such Note has
been lost, stolen or destroyed and shall deliver to Borrower an acknowledgement
that the obligations evidenced by this Note, shall have been upon the Conversion
Date be deemed fully satisfied, and, if requested by Borrower, Lender shall
execute an agreement reasonably satisfactory to Borrower to indemnify Borrower
from any loss incurred by it in connection with inability of Lender to deliver
such Note.




The
Conversion Price shall be adjusted from time to time as follows: (a) in case the
Borrower shall, at any time or from time to time, while this Note is outstanding
(1) pay a dividend or make a distribution on its common stock in additional
shares, (2) subdivide or split its outstanding shares of common stock, or (3)
combine its outstanding shares of common stock into a smaller number of shares,
the Conversion Price in effect immediately prior thereto shall be adjusted so
that the Lender thereafter surrendered for conversion shall be entitled to
receive the number of shares of common stock or other securities of the Borrower
which it would have owned or have been entitled to receive after the
effectiveness of any of the events described above, had such Note been converted
immediately prior to the effectiveness of such event.





An
adjustment made pursuant to this Section 4 shall become effective, in the case
of a dividend, on the payment date retroactively to immediately after the
opening of business on the day following the record date for the determination
of shareholders entitled to receive such dividend, and shall become effective in
the case of a subdivision, split or combination









after the
opening of business on the day following the day when such subdivision or
combination, as the case may be, becomes effective.





5.
            Miscellaneous.





Except as
otherwise provided herein, Borrower waives presentment and written demand for
payment, notice of dishonor, protest and notice of protest of this Note, and
shall pay all costs of collection when incurred, including, without limitation,
reasonable attorneys’ fees, costs and other expenses.





The
provisions of this Note shall inure to the benefit of and be binding on any
successor to Borrower and shall extend to any holder hereof.





This Note
shall be governed by and construed in accordance with the laws of the state of
Nevada without regard to conflict of law principles.  Borrower shall
also pay Lender any and all costs of collection incurred in connection with this
Note, including court costs and reasonable attorney’s fees.





BORROWERLANGUAGE
      ACCESS NETWORK, INC.By:
                                        /s/Michael
      GuirlingerName:
                                        Michael
      GuirlingerTitle
                                        President