dover_1012ga-ex0403.htm


     

    EXHIBIT
4.3


    


    CONVERTIBLE
PROMISSORY NOTE

    


    For Value Received, Dover
Holding Corporation (the "Company"), promises to pay to the order of Santa Clara
Partners, LLC (the "Holder"), the principal amount of $45,000.00
(FORTY-FIVE-THOUSAND DOLLARS), together with simple interest on the unpaid
principal balance from the date of this note until the date this note is paid in
full, at the annual rate of 8% (EIGHT PERCENT).

    


    1. Demand. The entire principal amount of
the loan, together with accrued but unpaid interest, shall be paid within 30
days (THIRTY DAYS) of receipt by the corporation of a demand for repayment by
the Company. A demand for repayment by the Company shall be made in writing and
shall be delivered or mailed to the principal offices of the Company. If demand
for repayment is mailed, it shall be considered received by the borrower on the
third business day after the date when it was deposited in the U.S. mail as
registered or certified mail.

    


    2. Payments. Any payment made by the borrower
prior to the due date specified above shall be applied first to accrued but
unpaid interest and the remainder shall be applied to unpaid principal. This
note may be prepaid by the borrower in whole or
in part at any time without penalty. All payments shall be made at
the following address:

     

    Santa
Clara Partners, LLC 

    1818
North Farwell Ave 

    Milwaukee,
WI 53202

     

    3. Conversion. Upon the
completion of a 50 to 1 (FIFTY TO ONE) reverse split by the company, this
Note shall be convertible at the option of the Holder into shares of
Common Stock of the Company, at a Conversion price of S.005 (FIVE THOUSANDTHS OF
A DOLLAR PER SHARE). Notwithstanding the foregoing, the Note shall only be
convertible into Common Stock at such time as the Company's board of directors
and/or shareholders has taken all actions necessary to
approve and affect the aforementioned reverse split.

     

    4. Mechanics and Effect of
Conversion. No fractional shares of Financing Securities or Common Stock
shall be issued upon conversion of this Note. Notwithstanding any other
provision of this Note or the Note and Warrant Purchase Agreement, upon the
conversion of the Obligations under this Note, in lieu of the Company issuing
any fractional shares to the Holder, the Company shall pay to the Holder in cash
the amount of the Obligations that is not so converted. Upon conversion of this
Note pursuant hereto, the Holder shall surrender this Note, duly endorsed, at
the principal office of the Company and shall execute such documents as are
reasonably required to be executed by all purchasers of the Financing
Securities. The Company shall, as soon as practicable thereafter, issue and
deliver to such Holder at such principal office a certificate or certificates
for the number of shares of the Financing Securities or Common Stock to which
the Holder shall be entitled upon such conversion (bearing such legends as are
required by applicable state and federal securities laws in the opinion of
counsel to the Company), together with any other securities and property to
which the Holder is entitled upon such
conversion under the terms of this Note. Upon full conversion of this Note
pursuant to the terms hereof, the Company shall be forever released from all its
obligations and liabilities under this Note. Upon conversion of this Note into
Financing Securities or Common Stock, the Holder shall be entitled to all rights
and privileges afforded by the Company to other holders of such Financing
Securities or Common Stock.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Miscellaneous. This note is not assumable
without the written consent of the Company, which consent shall not be
unreasonably withheld. This note is nontransferable by the Company. This Note
shall be governed by and construed in accordance with the laws of the State of
Nevada.

     

     

    Date of
Signing:             
01/20/2005                 


     

    Name of
Borrower:    Dover Holding
Corporation, a Nevada company 

     

    On Behalf
of Dover Holding Corporation,

     

     

            
   /s/ David M.
Marks                       


    David M.
Marks

    President