**Exhibit4.1**

 

**THIS PROMISSORY NOTE AND THESHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933 (THE “SECURITIESACT”) OR ANY SECURITIES LAW OF ANY STATE OF THE UNITED STATES.  THIS PROMISSORY NOTE AND THE SHARES ISSUABLEUPON CONVERSION HEREOF MAY BEREOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THESECURITES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO REGULATION S UNDERTHE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, ORPURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.**

 

 

**CONVERTIBLEPROMISSORY NOTE**

 

 
| $                  .00 |   | Dallas, Texas |   |                      ,  2003 |
|------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|---------------------------------------------------------------------------------------------------------------------------------------|

 

 

FORVALUE RECEIVED, the undersigned, Ocean Resources, Inc., a Delaware corporation (“Borrower”),promises to pay to the order of                    (“Lender”), the sum of                     Dollars($                     00),with interest from the date of advancement on the unpaid balance hereof fromtime to time remaining unpaid at a rate of 5% per annum, compounded annuallyuntil maturity, in (i) lawful money of the United States of America or (ii)equity securities of the Borrower as provided herein, both principal andinterest being payable at the address designated in numbered paragraph 12 belowor at such other place as Lender may, from time to time, designate in writing.

 

Theprincipal of this Note shall mature and be due and payable on December 31,2005.  All accrued and unpaid interestshall be payable at the maturity of the principal of this Note.

 

Allpast due principal and accrued interest on this Note shall bear interest frommaturity until paid at the lesser of (i) the rate of 10% per annum or (ii) thehighest rate for which Borrower may legally contract under applicable law.  All payments on past due principal andaccrued interest hereunder shall be payable in lawful money of the UnitedStates of America which shall be legal tender for public and private debts atthe time of payments.

 

ThisNote evidences indebtedness incurred by Borrower for interim financing providedto Borrower.

 

1.                                       Conversion Option. All or any portion of the unpaid principal of this Note, plus accruedinterest hereon, shall be convertible, at the option of Lender or Borrower,into shares of Series A Redeemable Preferred Stock, $0.001 parvalue, issued by Borrower (the “PreferredStock”), at a price of $1.00 per share (minimum 25,000 shares).  Atthe time of any such conversion of the aggregate of the principal amount andaccrued interest, or a portion thereof, the rights of the Lender with respectto such portion of the aggregate of the principal amount and accrued interestso converted shall cease and the Lender shall be deemed to have become therecord holder of the Series A Redeemable Preferred Stock issuable upon suchconversion.  The

 

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Borrower covenants with the Lenderthat it will at all times reserve and keep available out of its authorizedSeries A Redeemable Preferred Stock and solely for the purpose of conversion asprovided herein, and conditionally allot to the Lender, such number of sharesof Series A Redeemable Preferred Stock as shall then be issuable upon theconversion of this Note.  The Borrowercovenants with the Lender that all shares of Series A Redeemable PreferredStock which shall be so issuable shall be duly and validly issued as fully-paidand non-assessable.

 

2.                                       Prepayments. This Note may be prepaid by Borrower in whole or in part without theconsent of the holder and without prepayment penalty of any kind; provided,that upon and as a condition to any such prepayment, Borrower shall execute anddeliver to the holder an agreement, in form and substance satisfactory to theholder, entitling the holder to purchase Preferred Stock in an amount up to theprincipal amount of this Note prepaid upon the terms and conditions describedin numbered paragraph 1 above.

 

3.                                       Default; Remedies. The entire unpaid balance of this Note shall be immediately due andpayable at the option of the holder hereof upon the occurrence of an Event of Default.  For the purposes of this Agreement, an Eventof Default shall have occurred if (i) the Company shall have failed to performany covenant or other obligation hereunder, (ii) the Company shall commence avoluntary case or other proceeding seeking liquidation or reorganization withrespect to itself or its debts under any bankruptcy, insolvency or othersimilar law now or hereafter in effect or seeking the appointment of a trustee,receiver, liquidator, custodian or other similar official of it or anysubstantial part of its property, or shall consent to any such relief or to theappointment of or taking possession by any such official in an involuntary caseor other proceeding commenced against it, or shall make a general assignmentfor the benefit of creditors; or (iii) an involuntary case or other proceedingshall be commenced against the Company seeking liquidation, reorganization orother relief with respect to it or its debts under any bankruptcy, insolvencyor other similar now or hereafter in effect or seeking the appointment of atrustee, liquidator, receiver, custodian or other similar official of it or anysubstantial part of its property, and such involuntary case or other proceedingshall remain undismissed and unstayed for a period of 90 consecutive days.

 

4.                                       No Waiver; Cumulative Rights. No delay on the part of the holder of this Note in the exercise of anypower or right under this Note shall operate as a waiver thereof, nor shall asingle or partial exercise of any power or right preclude other or furtherexercise thereof or the exercise of any other power or right.

 

5.                                       Waiver. Borrower waives demand, presentment, protest, notice of dishonor, noticeof nonpayment, notice of intention to accelerate, notice of acceleration,notice of protest and any and all lack of diligence or delay in collection orthe filing of suit hereon which may occur, and agrees to all extensions andpartial payments, before or after maturity, without prejudice to the holderhereof.

 

6.                                       Collection Costs. In the event that, upon an Event of Default, any amount under this Noteis collected in whole or in part through suit, arbitration or mediation, thenand in any such case there shall be added to the unpaid principal balancehereof all costs of collection, (including, but not limited to, reasonableattorneys’ fees and expenses) whether or not suit is filed.

 

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7.                                       Governing Law. This Note shall be governed by and construed in accordance with the lawsof the State of Texas.

 

8.                                       Headings. The headings of the sections of this Note are inserted for convenienceof reference only and shall not be deemed to constitute a part hereof.

 

9.                                       Usury. All agreements between Borrower and the holder of this Note, whether nowexisting or hereafter arising and whether written or oral, are expresslylimited so that in no contingency or event whatsoever, whether by accelerationof the maturity of this Note or otherwise, shall the amount paid, or agreed tobe paid, to the holder hereof for the use, forbearance or detention of themoney to be loaned hereunder or otherwise, exceed the maximum amountpermissible under applicable law.  Iffrom any circumstances whatsoever fulfillment of any provision of this Note, atthe time performance of such provision shall be due, shall involve transcendingthe limit of validity prescribed by law, then *ipso facto,*the obligationto be fulfilled shall be reduced to the limit of such validity, and if from anysuch circumstances the holder of this Note shall ever receive anything of valueas interest or deemed interest by applicable law under this Note or otherwisein an amount that would exceed the highest lawful rate, such amount that wouldbe excessive interest shall be applied to the reduction of the principal amountowing under this Note, and not to the payment of interest, or if such excessiveinterest exceeds the unpaid balance of principal of this Note, such excessshall be refunded to Borrower.  Indetermining whether or not the interest paid or payable with respect to anyindebtedness of Borrower to the holder hereof, under any specific contingency,exceeds the highest lawful rate, Borrower and the holder hereof shall, to themaximum extent permitted by applicable law, (i) characterize any nonprincipalpayment as an expense, fee or premium rather than as interest, (ii) amortize,prorate, allocate and spread the total amount of interest throughout the fullterm of such indebtedness so that the actual rate of interest on account ofsuch indebtedness is uniform throughout the term thereof, and/or (iii) allocateinterest between portions of such indebtedness, to the end that no such portionshall bear interest at a rate greater than that permitted by law.  The terms and provisions of this paragraphshall control and supersede every other conflicting provision of all agreementsbetween Borrower and the holder hereof.

 

10.                                 Successors and Assigns. All of the stipulations, promises and agreements in this Note made by oron behalf of Borrower shall bind the successors and assigns of Borrower,whether so expressed or not, and inure to the benefit of the successors andassigns of Borrower and Lender.  Anyassignee of Borrower or Lender shall agree in writing prior to the effectivenessof such assignment to be bound by the provisions hereof.

 

11.                                 Severability. In the event any one or more of the provisions contained in this Noteshall for any reason be held to be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect anyother provision hereof, and this Note shall be construed as if such invalid,illegal or unenforceable provision had never been contained herein.

 

12.                                 Notices. All notices and other communications hereunder shall be in writing or bytelex, telegram or telecopy, and shall be deemed to have been duly made whendelivered in person or sent by telex, telegram, telecopy, same day or overnightcourier, or 72 hours after having been deposited in the United States firstclass or registered or certified mail return receipt

 

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requested, postage prepaid, to aparty at the address set forth below (which may be changed in accordance withthese notice procedures):

 

If to Lender:

 

Name:                                 

Address:                             

                                            

                                            

Faxnumber:                        

 

 

If to Borrower:

 

Ocean Resources, Inc.

2705 Canton Street

Dallas, Texas, U.S.A. 75226

Fax (469) 227.7955

Attention:  Dennis McLaughlin

 

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IN WITNESS WHEREOF, the undersigned has executed thisConvertible Promissory Note on and as of the date first set forth above.

 

 
|   | **OCEAN  RESOURCES, INC.** |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   |                       |
|   | Name:                      |   |   |
|   |                       |
|   | Title:                     |   |   |
|        |                            |  |  |  |  |  |  |

 

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