Exhibit 10.1


     

    THIS
      NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED WITH THE
      UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
      1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH
      REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY
      TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE MAKER
      REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL
      NOT
      BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR ANY
      RULE
      OR REGULATION PROMULGATED THEREUNDER.

    


    LANGUAGE
      ACCESS NETWORK, INC. 

    


    UNSECURED
      CONVERTIBLE PROMISSORY NOTE

    ISSUED
      TO ACCREDITED INVESTORS ONLY

    


    NOTES
      ARE BEING ISSUED FOR A 

    MINIMUM
      $10,000 LOAN

    


    MATURITY:
      THREE (3) YEARS FROM ISSUANCE

    


    


    
      	$[INSERT AMOUNT OF NOTE	
              [INSERT
                DATE]

            


    

        


    FOR
      VALUE
      RECEIVED, LANGUAGE ACCESS NETWORK, INC. (the “Company”), a Nevada corporation,
      hereby promises to pay [INSERT
      NAME OF PERSON LOANING THE MONEY]
      (“Purchaser”), at [INSERT
      ADDRESS OF PERSON LOANING THE MONEY],
      or at
      such other place as the holder hereof may from time to time designate in
      writing, the principal amount of [SPELL
      OUT THE AMOUNT OF THE LOAN]
      ($
      INSERT
      LOAN AMOUNT IN DOLLAR AND CENT FORMAT)
      dollars
      plus interest.

    


    Interest
      will accrue on the principal balance of this Note in the amount of 10% per
      annum
      until maturity and will be paid at the end of the loan period. This Note shall
      mature three (3) years from the date of issuance (the “Maturity
      Date”).

    


    Note
      Holders

    


    The
      Company will only accept loans from those persons who qualify as an “Accredited
      Investor” as that definition has been established by the United States
      Securities and Exchange Commission and each person making a loan to the Company
      must represent in writing that they qualify as an accredited investor by
      completing and signing the attached questionnaire and returning it to the
      Company to be kept in the files of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Registration
      of the Shares

    


    Each
      person making a loan to the Company will be granted the right to have their
      securities registered with the Securities and Exchange Commission in a piggyback
      filing of any other shares the Company registers.

    


    Redemption

    


    This
      Note
      is redeemable without premium or penalty at the option of the Company, as a
      whole or from time to time in part, at any time, upon not less than thirty
      (30)
      days written notice for the outstanding principal balance.

    


    Conversion

    


    This
      note
      will become due and payable [INSERT
      DATE THREE YEARS FROM THE DATE THE LOAN IS MADE].
      

    


    Purchaser
      may, at his option, any time during the first eighteen (18) months of the loan,
      upon written notice to the Company, convert the entire Note to equity of the
      Company at $1.10 per share of the Company’s Common Stock, subject to Rule 144 of
      the Securities and Exchange Commission Act of 1933. Upon conversion, Purchaser
      will only receive Shares to the extent of the then outstanding principal balance
      of this Note along with all accrued interest. 

    


    The
      Company will at all times take all actions necessary to reserve the appropriate
      amount of Shares for conversion purposes hereunder. To accomplish such
      conversion, Purchaser must provide written notice to the Company of Purchaser’s
      desire to convert. Certificates representing the Shares will be delivered
      promptly after receipt of such written notice. The Shares issued will be subject
      to the restrictions of Rule 144 of the Securities & Exchange Commission Act
      of 1933. 

    


    Purchaser
      may only exercise this right of conversion by exercising the entire principal
      balance of the Note with all accrued interest and not a portion thereof. No
      fractional Shares will be issued upon any conversion, and, in lieu thereof,
      the
      Company will pay such fractions in cash.

    


    Effect
      of Consolidation or Merger

    


    If
      at any
      time while this Note is outstanding the Company shall consolidate or merge
      with
      or into another corporation, Purchaser hereof shall thereafter be entitled
      upon
      exercise hereof to receive, with respect to each Note convertible hereunder
      immediately prior to the date upon which consolidation or merger shall become
      effective, the securities or property to which Purchaser of Shares would have
      been entitled upon such consolidation or merger, and Company shall take such
      steps in connection with such consolidation or merger as may be necessary to
      assure that all the provisions of the Note shall thereafter be applicable,
      as
      nearly as reasonably may be, in relation to any securities or property


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    thereafter
      deliverable upon the exercise of this Note. The Company will not effect any
      such
      consolidation or merger unless prior to the consummation thereof the successor
      corporation (if other than the Company) resulting therefrom shall assume by
      written instrument executed and mailed to the registered Purchaser thereof
      at
      the address of such Purchaser shown on the books for the Company, the obligation
      to deliver to such Purchaser of securities or property as in accordance with
      the
      foregoing provision such Purchaser shall be entitled to purchase. A sale of
      all
      or substantially all of the assets of the Company for consideration (a part
      from
      the assumption of obligations) consisting primarily of security shall be deemed
      a consolidation or merger for the foregoing purposes.

     

    Amendments

     

    Any
      amendments adding any provision to, changing in any manner or eliminating any
      provision hereto can be effected only with the written consent of holders of
      a
      majority in principal amount of the outstanding Notes; including, without
      limitation, amendments which (i) extend the state Maturity Date or reduce the
      principal amount of any Note, reduce the rate or extend the time of payment
      of
      interest on any Note, or reduce or modify any installment payment with respect
      to any Note, or (ii) reduce the percentage of the aggregate principal amount
      of
      Notes, or (iii) increase the equity conversion price or features of the Note,
      the holders of which are required to consent to any such amendment.

     

    Miscellaneous

     

    In
      the
      event an action is instituted to enforce or interpret any of the terms of this
      Note, the prevailing party shall be entitled to recover all expenses reasonably
      incurred, whether or not taxable as costs, including, without limitation,
      attorney fees, witness fees, deposition costs, copying charges and other
      expenses.

     

    Presentment
      for payment, notice of dishonor, protest and notice of protest are hereby
      waived.

     

    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.

     

     

    
      	LANGUAGE
              ACCESS NETWORK, INC. 
	 	 
	 	 
	
              By:

            	 
	Title:	 
	Date: