Exhibit 10.6

Java Express, Inc.
(a Nevada Corporation)

Convertible Note


Java Express, Inc.,  a Nevada corporation ("Company") for value received
(summarized more specifically in Exhibit I.) hereby promises to pay to Lance
Musicant (the "Holder") or its assignee, the sum of  Two Thousand Three
Hundred Dollars ($2,300.00) US, with no interest in consideration of the
conversion right and payable in accordance with the terms and conditions set
forth herein.

1)   Payment Terms:  Principal shall be all due and payable on December 31,
     2004. Holder expressly agrees that repayment of the note shall NOT be
     paid from proceeds of the company's public offering, and that if
     additional funds are not available the holder will convert to equity.

2)   Right to Convert by Holder:  The Holder of this Note shall have the
     option to convert only the entire amount and not any portion thereof, of
     the principal of this Note into shares of common stock of the Company at
     a conversion price as hereinafter provided in Paragraph 3 below.

3)   Conversion Price:  The principal of the Note shall be converted into
     common shares of the Company (the "Converted Shares") at a share price
     equal to the "bid" price of the Company's common stock on the date of the
     conversion, or in the event the Company has no bid price, the principal
     of this Note shall be converted into common stock at $.10 per share
     equaling  Twenty Three thousand (23,000) shares of the Company's common
     stock.

4)   Conversion Date:  The Conversion Date for the Holder of the Note shall be
     anytime after December 31, 2004 but  no later than April 24, 2005 (the
     Holder's Conversion Period).

5)   Manner of Exercise of Conversion rights:  In order to exercise the
     conversion rights of this Note, the Holder must give notice to the
     Company at anytime during the Holder's Conversion Period of its intention
     to exercise its conversion rights.  Absent such a notice to the Company,
     the Holder's conversion rights shall expire after the expiration of the
     Holder's Conversion period.

6)   Prepayment:  The Company shall have the right to prepay all or any part
     of the principal of this Note without penalty.  However, in the event the
     Company elects to prepay the Note, the Holder shall have ten (10) days
     from the receipt of written notice of this prepayment election to
     exercise its conversion rights as set forth above in Paragraph 2.

7)   Default:  In the event the Company fails to pay the principal of this
     Note when due, the Holder shall have the option, after providing thirty
     (30) days written notice to the Company, to (1) declare the unpaid
     principal balance all due and payable or (2) exercise its conversion
     rights for all of the unpaid principal as set forth above in Paragraph 2.

8)   Company to Reserve Shares:   The Company shall at all times during the
     term of this Note reserve and keep available out of its authorized but
     unissued shares, such amount of its duly authorized shares of common
     stock as shall be necessary to effect the conversion of this Note.

9)   Notices:  All notices given pursuant to this Note must be in writing and
     may be given by (1) personal delivery, or (2) registered or certified
     mail, return receipt requested, or (3) via facsimile transmission.

10)  Arbitration:  The parties hereby submit all controversies, claims and
     matters of difference arising out of the Note to arbitration in Utah.
     This submission and agreement to arbitrate shall be specifically
     enforceable.


IN WITNESS WHEREOF, the Company has caused this Note to be executed by its
duly authorized officer.


                                           Java Express, Inc.


Dated:  June 7, 2004                 By:   _________________________