Exhibit 10.5


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  Four Thousand Five
Hundred and Ten Dollars ($4,510.00) 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  Forty-five thousand (45,000) 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:  May 7, 2004            By:   _________________________