dover_1012ga-ex0401.htm


    EXHIBIT
4.1

     

    NOTE

     

    
      	$12,000.00 	
              July
      18,2008

            


    

    
 

    
      FOR VALUE
RECEIVED on October 26, 2007, the undersigned DOVER HOLDING CORPORATION, a
Delaware corporation, having an address at 1818 North Farwell Avenue, Milwaukee,
Wisconsin 53202 (hereinafter referred to as "Borrower") hereby promises to pay
to the order of FRANK P. CRIVELLO (hereinafter referred to as "Payee", Payee and
its successors and assigns being referred to as "Holder") at 3408 Dover Road,
Pompano Beach, Florida 33062, or at such other place as Holder may from time to
time designate to Borrower in writing, the principal sum of Twelve Thousand
Dollars ($12,000.00), on the unpaid principal balance thereof at the rate and on
the terms hereinafter set forth, together with interest thereon at the rate of
8% per annum on any unpaid balance, to be paid in lawful money of the United
States of America, as follows:

       

      1.  Maturity. The term
"Maturity" shall mean July 31, 2009.

       

      All
payments made hereunder shall be applied to payment of the reduction of the
outstanding principal.

       

      This Note
may be prepaid, in whole or in part, at any time, without premium or penalty of
any kind. Any partial prepayment shall be applied to the last installments due
under the terms of this Note and shall not reduce monthly payments due
hereunder.

       

      To the
fullest extent permitted by law, Borrower and each endorser and guarantor of
this Note, for itself and themselves and their respective heirs, personal
representatives, successors and assigns, hereby jointly and severally: (a) waive
notice of maturity, demand, presentment for payment, diligence in collection,
and notice of non-payment and protest; (b) waive all applicable execution,
valuation, and appraisal rights with respect to any demand or action on this
Note; (c) consent and agree to any extension of time, whether one or more, for
the payment hereof and/or to any and all renewals hereof., and (d)
consent and agree that Holder may release any party liable for the payment
hereof, and otherwise amend this Note, and that any such extension, release, or
amendment may be without notice to and without discharging or effecting the
liability of any party liable hereunder.

       

      Borrower
and each endorser and guarantor of this Note, for itself and themselves and
their respective heirs, personal representatives, successors and assigns, hereby
agree that if this Note is placed in the hands of an attorney for collection or
to defend or enforce any of the rights of Holder, then Borrower and each
endorser and guarantor hereof shall be jointly and severally obligated to pay,
in addition to any and all costs and disbursement
otherwise allowed, all costs and expenses, including, but not limited to
reasonable attorney's fees incurred by Holder in connection therewith, whether
or not suit is filed.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If any
term, covenant or condition of this Note or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, then
the remainder of this Note, or the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby. Each term, covenant, and
condition of this Note shall be valid and enforceable to the fullest extent
permitted by law. This Note shall be governed, in all respects, by the internal
laws of the State of Wisconsin.

       

      IN
WITNESS WHEREOF, Borrower has caused this Note to be duly executed, under seal,
and delivered in Milwaukee, Wisconsin, as of the day and year first above
written.

       

      
      

       

      
        	 	______________________________ 
	 	David M. Marks,
      President  
	 	Dover Holding
      Corporation 


      

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      NOTE
AMENDMENT #1

       

      This NOTE
AMENDMENT #1 ("Amendment") is made this 1st day of
August, 2008 by and between Frank P. Crivello ("Holder") and Dover Holding
Corporation ("Payee").

       

      RECITALS:

       

      WHEREAS,
Holder and Payee entered into a NOTE dated July 18, 2008 in the Principal Amount
of $12,000.

       

      WHEREAS,
Holder and Payee which to modify the NOTE to allow payment to be in the form of
Common Stock of the Payee.

       

      WHEREAS,
Payee has entered into previous notes and/or agreements wherein the conversion
price is $.005 per share upon Payee completing a 50 to 1 reverse stock
split.

       

      NOW
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, Holder and Payee hereby agree as follows:

       

      
        
          	
                        1.   

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

                


        

      

       

      IN
WITNESS WHEREOF, this NOTE AMENDMENT #1, is executed to be effective as of
August 1st,
2008.

       

      
      

       

      
        	Frank P. Crivello
      ("Holder") 	Dover Holding
      Corporation ("Payee") 
	 	 
	_______________________________ 	_______________________________ 
	 	David M. Marks,
      President