Unassociated Document


    Exhibit 10.54

     

    DOT
VN, INC.

    CONVERTIBLE
NOTE

    


    
      	
              $491,890.92

            	
              DECEMBER
      2, 2009

            
	 
      	
              SAN
      DIEGO, CALIFORNIA

            


    

    


    DOT VN, INC., a Delaware
corporation (“Maker” or the “Company”), hereby promises to pay to the order of
Hi-Tek, Inc., a
California corporation (“Payee”), or its assigns (“Holder”), the sum of the sum
of Four Hundred Ninety-One Thousand Eight Hundred Ninety Dollars and Ninety-Two
Cents ($491,890.92),
with interest at the rate of ten (10%) per annum accruing from the date of this
Convertible Note (“Note”) until paid in full.  All outstanding
principal and accrued and unpaid interest shall become due June 30, 2010 (the “Due
Date”).

    


    
      	
               
      

            	
              1.

            	
              Agreement.

            


    

    


    The Note is issued in exchange for the
unpaid balance owed under the 100% Convertible Note dated October 16, 2006 (the
“Original Note”) which is cancelled.  The Original Note was issued
pursuant to that certain Asset Sale & Purchase Agreement (the “Agreement”),
dated October 16, 2006, by and between Maker and Holder, which is hereby
incorporated by reference.  Capitalized terms used but not defined in
this Note have the meanings assigned to them in the Agreement.

    


    
      	
               
      

            	
              2.

            	
              Register.

            


    

    


    The Company shall keep at its principal
office a register in which the Company shall provide for the registration of the
Holder of the Note or for the registration of a transfer of the Note to a
different Holder.

    


    
      	
               
      

            	
              3.

            	
              Loss Theft,
      Destruction or Mutilation of the
Note.

            


    

    


    Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of the
Note and, in the case of any such loss, theft or destruction, upon receipt of an
indemnity bond in such reasonable amount as the Company may determine (or if
such Note is held by the original Holder, of an unsecured indemnity agreement
reasonably satisfactory to the Company) or, in the case of any such mutilation,
upon surrender and cancellation of such Note, the Company will make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like
tenor and unpaid principal amount and dated as of the date to which interest has
been paid on the Note so lost, stolen, destroyed or mutilated.

    


    
      	
               
      

            	
              4.

            	
              Registered
      Holder.

            


    

    


    The Company may deem and treat the
person in whose name any Note is registered as the absolute owner and Holder of
such Note for the purpose of receiving payment of the principal of and interest
on such Note and for the purpose of any notices, waivers or consents thereunder,
whether or not such Note shall be overdue, and the Company shall not be affected
by notice to the contrary.  Payments with respect to any Note shall be
made only to the registered Holder thereof.

    


    
      	
               
      

            	
              5.

            	
              Surrender of the
      Note.

            


    

    


    The Company may, as a condition of
payment of all or any of the principal of, and interest on, the Note, or its
conversion, require Holder to present the Note for notation of such payment and,
if the Note be paid in full or converted at the election of Holder as herein
provided, require the surrender hereof.

    


    
      	
               
      

            	
              6.

            	
              Conversion.

            


    

    


    At any
time prior to or at the Due Date, at the option of the Holder, all principal and
accrued interest due on this Note (the “Convertible Amount”), or any portion
thereof, may be converted at $0.38 per share.  The Note shall not be
adjusted in the case of stock splits, recapitalizations and the
like.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    If, on or
prior to the Due Date, Holder has not elected to convert this Note, all
outstanding principal and accrued and unpaid interest shall become due and
payable.

    


    
      	
               
      

            	
              7.

            	
              Mechanics of
      Conversion.

            


    

    


    Upon the
Company’s receipt of written notice of Holder’s election to convert the Note,
the principal amount of this Note plus any accrued interest shall be deemed
converted, or such amount as Holder elects to convert, into such number of
shares of the Company’s Common Stock as determined pursuant to Section 6, and no
further payments shall thereafter accrue or be owing under the
Note.  Holder shall return this Note to the Company at the address set
forth below, or such other place as the Company may require in
writing.  Within ten (10) days after receipt of this Note and the
Holder’s election to convert, the Company shall cause to be issued in the name
of and delivered to Holder at the address set forth below, or to such other
address as to which Holder shall have notified the Company in writing, a
certificate evidencing the securities to which Holder is entitled and, if less
than a 100% election to convert, a new Convertible Promissory Note for the Note
plus accrued interest, at the time of the conversion, less the amount the Holder
elected to convert.  No fractional securities will be issued upon
conversion of the Note.  If on conversion of the Note a fraction of a
security results, the Company shall round up the total number of securities to
be issued to Holder to the nearest whole number.

    


    
      	
               
      

            	
              8.

            	
              Notice.

            


    

    


    Any notice required or desired to be
given under this Agreement shall be in writing and shall be deemed given when
personally delivered, two business days after deposit with a recognized
overnight courier service for next available business day delivery, or three
days after being sent by certified or registered mail postage prepaid to the
addresses set forth below, or such other address as to which one party may have
notified the other in such manner.

    


    
      	
               
      

            	
              9.

            	
              Default.

            


    

    


    Upon an
Event of Default (as defined in the Agreement) that is not cured within any
applicable cure period set forth in the Agreement, and at the option of Holder,
or Holder’s successors or assigns, Holder may (i) accelerate all amounts due and
owing under this Note and demand payment immediately and/or (ii) declare the
right to exercise any and all remedies available to Holder under applicable
law.

    


    
      	
            	
              11.

            	
              Miscellaneous.

            


    

    


    (a)           Interest
hereunder shall be calculated based on ten percent (10%) per annum calculated
using a 365-day year, payable in full, unless otherwise converted to common
stock in the Company, at maturity or conversion.

    


    (b)           The
Company agrees that all Conversion Shares at the time of issuance will be fully
paid and non-assessable.  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
or in connection with the issuance of the Conversion Shares.  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.

    


    (c)           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.

    


    (d)           The
Company may not prepay the amount due and owing under this
Note.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    (e)           This
Note shall be governed by and construed in accordance with the laws of the State
of California without regard to conflict of law principles.

    


    (f)           All
payments due and owing under this Note shall be delivered to Holder at the
address set forth below unless Holder provides the Company with written notice
of a change of such instructions.

     

    IN
WITNESS THERETO, Company has affixed its signature by a duly authorized officer
this 2nd day of
December, 2009.

     

    
      	
              DOT
      VN, INC.

            	 
      	
              HI-TEK,
      INC.

            
	 
      	 
      	 
      	 
      	 
      
	
                 /s/  Lee
      Johnson

            	 
      	
                 /s/  Janice
      Tran

            
	
              By:

            	
              Lee
      Johnson

            	 
      	
              By:

            	
              Janice
      Tran

            
	
              Its:

            	
              President

            	 
      	
              Its:

            	
              President

            


    

     

    
      
         


      

      
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