Exhibit 4.3


    Exhibit
      4.3

    


    PROMISSORY
      NOTE CANCELLATION AND REISSUANCE AGREEMENT 

    


    THIS
      PROMISSORY NOTE CANCELLATION AND REISSUANCE AGREEMENT (“Agreement”) is made and
      entered into as of February 28, 2005 (the “Effective Date”), by and between
      Padova International, Inc., a Nevada corporation (“Maker”), and Sheryl
      Gardner,
      an
      individual residing at ________________, California (“Holder”).

     

    RECITALS

     

    A. On
      the
      terms and conditions set forth herein, (i) Maker and Holder (the “Parties”)
      agree to cancel that certain promissory note between Maker and Holder dated
      _____,____ bearing interest at two percent (2%) monthly (a copy of which is
      attached as Exhibit A) (the “Original Note”); (ii) Maker will issue Holder a new
      interest bearing promissory note (the “New Note”) (a copy of which is attached
      as Exhibit B); and (iii) Holder will convert the accrued but unpaid interest
      owed under the Original Note (the “Unpaid Interest”) to Maker’s common stock,
      par value $.001 per share at a price of $.25 per share. 

    


    B. This
      Agreement, together with Exhibits A and B, each of which are attached hereto
      and
      incorporated herein by this reference, and any additional exhibits, schedules,
      or attachments as set forth herein, are referred to collectively herein as
      the
“PCRA”.  

     

    AGREEMENT


    


    1.  CANCELLATION
      OF ORIGINAL NOTE AND RELEASE. Subject to the terms and conditions set forth
      herein, Holder agrees to deliver to Maker at Closing (defined below) the
      Original Note marked across its face "CANCELLED" and upon such delivery thereby
      shall forever release and discharge Maker of any and all of its obligations
      under the Note, including any obligation to pay principal and interest, except
      as set forth in this Agreement.

    


    2.  ISSUANCE
      OF NEW NOTE. Subject to the terms and conditions set forth herein, Maker agrees
      to deliver to Holder at Closing (defined below) the New Note and upon such
      delivery thereby shall be obligated to pay the principal of the New Note on
      the
      terms of the New Note. 

    


    3.  CONVERSION
      OF UNPAID INTEREST TO EQUITY. Holder hereby agrees to convert his accrued but
      unpaid interest owed under the Original Note to the Maker’s common stock at a
      conversion price of $.25 per share for every one dollar ($1.00) of Unpaid
      Interest owed to the Holder. The Parties agree that the amount of Unpaid
      Interest due for purposes of this Agreement is Thirty Nine Thousand Dollars
      ($39,000.00). 

    


    4.  PAYMENT
      IN FULL SATISFACTION AND DISCHARGE OF NOTE. Upon Closing, Maker agrees to
      deliver to Holder the following consideration (“Conversion Payment”). One
      Hundred and Fifty Six Thousand (156,000) shares of Common Stock of Padova
      International USA, Inc., par value $.001 per share (the “Shares”), representing
      $39,000.00 of Unpaid Interest at a conversion rate of $.25 per share. The Shares
      shall bear the following restrictive legend:

    


    ALL
      SHARES OF CAPITAL STOCK ISSUABLE THEREUNDER, HAVE NOT BEEN REGISTERED UNDER
      THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR ANY
      STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
      HYPOTHECATED OR OTHERWISE DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS OR EXEMPTIONS THEREFROM, SUCH EXEMPTIONNS, AT THE OPTION OF
      THE
      COMPANY, TO BE EVIDENCED BY AN OPINION OR COUNSEL SATISFACTORY TO THE COMPANY.
      

    


    5.  CLOSING;
      CLOSING DATE. The closing of the transactions contemplated hereby shall be
      effective as of the delivery date of the closing deliveries described below
      (“Closing”) at the offices of Padova International USA, Inc. at 10:00 a.m. on
      February 28, 2005, or at such time and place as the Parties mutually agree
      (“Closing Date”). 

    


    
      	a.  	
              Holder
                shall deliver to Maker the Original Note marked across the face
                “Cancelled” (incorporated by reference herein as Exhibit A); and
                

            


    

    b.  Maker
      shall deliver to Holder the New Note (attached hereto as Exhibit B); and


    c.  Maker
      shall deliver to Holder a stock issuance letter for the Shares. 

    


    6.  WAIVERS.
      No action taken pursuant to this Agreement, including any investigation by
      or on
      behalf of any party will be deemed to constitute a waiver by the party taking
      such action, or compliance with any representation, warranty, covenant or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      subsequent breach. The waiver by any party hereto at or before the Closing
      Date
      of any condition to its obligations hereunder which is not fulfilled shall
      preclude such party from seeking redress from the other party hereto for breach
      of any representations, warranty, covenant or agreement contained in this
      Agreement.

    


    7.  RELEASES.
      

    


    a.  The
      Holder jointly and severally hereby forever release, discharge, acquit and
      forgive from any and all claims, actions, suits, demands, agreements, and each
      of them, if more than one, liabilities, judgments, and proceedings both at
      law
      and in equity arising from the beginning of time to the date of these presents
      and as more particularly related to or arriving from the issuance and subsequent
      cancellation of the Original Note and the non-payment of Unpaid Interest in
      cash. In regard to the Original Note, the Parties, and each of them, agree
      to
      and do hereby waive and relinquish all rights and benefits afforded under the
      provisions of Section1542 of the Civil Code of the State of California, which
      provides as follows:

    


    "A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor."

    


    b.  If
      the
      Holder has instituted any legal proceedings against the Maker settled by this
      release, the Holder covenants to have them dismissed at the Holder's cost with
      express prejudice to bringing further proceedings against the Maker arising
      out
      of the same matter.

    


    c.  The
      Holder also covenants not to make any claim or institute any proceedings against
      any person who might claim over against or claim contribution or indemnity
      from
      the Maker in connection with any matter for which this release is
      given.

    


    d.  The
      Holder also acknowledges that the Maker does not admit liability to the Holder
      in connection with any matter for which this release is given.

    


    e.  This
      release shall be binding upon and inure to the benefit of the parties, their
      successors, assigns and personal representatives.

    


    f.  This
      release applies only to the foregoing, and no other debt, obligation, agreement
      or liability by and between the parties, which, if existing, shall survive
      this
      release.

    


    8.  BINDING
      EFFECT: BENEFITS. This Agreement shall inure to the benefit of the Parties
      hereto and shall be binding upon the parties hereto and their respective
      successors and assigns, heirs and legal representatives. Except as otherwise
      set
      forth herein, nothing in this Agreement, express or implied, is intended to
      confer on any person other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities under
      of by reason of this Agreement.

    


    9.  GOVERNING
      LAW; JURISDICTION; VENUE; REMEDIES; INDEPENDENT LEGAL COUNSEL. This Agreement
      shall be interpreted and construed as to both validity and performance and
      enforced in accordance with and governed by the laws of the State of California,
      without giving effect to the choice of law principles thereof. The Parties
      agree
      that any action hereunder will be held exclusively in the courts in the State
      of
      California. The Parties acknowledge that remedies at law, including monetary
      damages, may be inadequate to remedy a breach of certain material terms herein,
      including Holder's delivery of the Note, and the Parties agree that equitable
      remedies may be necessary to enforce such terms and covenants, including
      specific performance. Holder and Maker acknowledge that the terms of this
      Agreement have been negotiated by the Parties hereto and each of them has had
      a
      full opportunity to receive independent business, tax and legal counsel with
      respect to this Agreement and the transactions contemplated herein.

    


    10.  COUNTERPARTS.
      This Agreement may be executed in counterpart originals, each of which shall
      constitute an executed original and together shall constitute a fully-executed
      document.

    


    11.
       NOTICES.
      All notices, requests, demands, and other communications under this Agreement
      shall be in writing and shall be deemed to have been duly given on the date
      of
      service if served personally on the party to whom notice is to be given, or
      within 72 hours after mailing, if mailed to the party to whom notice is to
      be
      given, by first-class mail, registered or certified, postage prepaid, and
      properly addressed to the party at the address set forth below, or any other
      address that a party may designate by written notice to the others.

    


    Maker:      Holder:

    


    Padova
      International USA,
      Inc.                        
________________

    1284
      Puerta Del Sol, Suite 150   ________________

    San
      Clemente, CA
      92673                                    
________________

    Phone:
      949-498-5990                                           
Phone:
      

    Fax:
      949-498-6122                                                  Fax:
      

    Attn:
      Donald
      Dallape                                          
Attn:
      

    


    Copy
      to: Todd
      M.
      Pitcher

    858-279-1799

    


    Exhibits:

    


    Exhibit
      A:  Original
      Promissory Note

    Exhibit
      B:  New
      Promissory Note 

    


    


     

    IN
      WITNESS WHEREOF, the parties have executed and delivered the PCRA for all
      purposes as of the Effective Date.

    


    
      	
              Maker:

            	 	
              Holder:
                

            
	
              By:

            	 	 	
              By:

            	 
	 	
              Signature

            	 	 	
              Signature

            
	
              Name:

            	 	 	
              Name:

            	 
	 	
              Print
                or Type Name

            	 	 	
              Print
                or Type Name

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    The
      Original Note

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    The
      New Note

    


    PAYMENT
      IN KIND PROMISSORY NOTE

    


    


    $100,000.00
           
      February
      28, 2005

    San
      Clemente, California

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, Padova International USA, Inc., a Nevada corporation
      ("Maker"), hereby promise to pay, to Sheryl
      Gardner,
      or order
      ("Payee"), the principal sum of
      One
      Hundred Thousand Dollars ($100,000.00), with interest on the unpaid principal
      at
      the rate of two percent (2%) per annum until February 28, 2006 (“due date”).
      Principal and interest shall be payable as follows: Interest only shall be
      paid
      annually; at Payee’s option, either in Maker’s common stock or cash until the
      due date, at which time the remaining outstanding balance of the principal,
      any
      accrued but unpaid interest and all other sums hereunder shall be payable in
      full.

    


    If
      Payee
      elects for Maker to make an interest payment in its common stock, Maker shall
      calculate the amount of interest due on the anniversary of the date of this
      Note
      and convert such amount into the Maker’s common stock at a conversion price of
      price of $.25 per share for every one dollar ($1.00) of Interest owed to the
      Holder. If not so paid and at the option of Holder, or its assigns, all
      principal and interest shall become immediately due and payable.

    


    If
      not so
      paid and at the option of Holder, or its assigns, all principal and interest
      shall become immediately due and payable.

    


    Interest
      shall be computed on the basis of a 365-day year and actual days lapsed. Maker
      shall have the privilege of prepaying the principal under this Note in whole
      or
      in part, without penalty or premium at any time. All payments hereunder shall
      be
      applied first to interest, then to principal.

    


    Maker
      shall pay upon demand any and all expenses, including reasonable attorney fees,
      incurred or paid by Holder of this Note without suit or action in attempting
      to
      collect funds due under this Note. In the event an action is instituted to
      enforce or interpret any of the terms of this Note, including but not limited
      to
      any action or participation by Maker in, or in connection with, a case or
      proceeding under the Bankruptcy Code or any successor statute, the prevailing
      party shall be entitled to recover all expenses reasonably incurred at, before
      and after trial and on appeal or review, whether or not taxable as costs,
      including, without limitation, attorney fees, witness fees (expert and
      otherwise), deposition costs, copying charges and other expenses.

    


    This
      Note
      is executed in connection with the transaction set out in that certain
      Promissory Note Cancellation and Re-issuance Agreement of even date, by and
      among the Maker and Holder and is subject to the terms thereof. 

    


    All
      parties to this Note hereby waive presentment, dishonor, notice of dishonor,
      and
      protest. All parties hereto consent to, and Holder is hereby expressly
      authorized to make, without notice, any and all renewals, extensions,
      modifications, or waivers of the time for or the terms of payment of any sum
      or
      sums due hereunder, or under any documents or instruments relating to or
      securing this Note, or of the performance of any covenants, conditions or
      agreements hereof or thereof or the taking or release of collateral securing
      this Note. Any such action taken by Holder shall not discharge the liability
      of
      any party to this Note.

    


    This
      Note
      has been executed and delivered in the State of California and shall be governed
      and construed in accordance with the laws of the State of
      California.

    


    


    Padova
      International USA, Inc.

    A
      Nevada
      corporation

    


    


    ____________________________________________

    By:

    Its: