dover_1012ga-ex0404.htm


    EXHIBIT
4.4

    
NOTE

     

    
    

     

    
      	$5,600.00   	
              July 18,
      2008

            


    

    
 

    FOR
VALUES RECEIVED on June 17, 2008 of Three Thousand One Hundred Dollars
($3,100.00) and July 15, 2008 of Two Thousand Five Hundred ($2,500.00), 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 SANTA CLARA PARTNERS,
LLC (hereinafter referred to as "Payee", Payee and its successors and assigns
being referred to as "Holder") at 1818 North Farwell Avenue, Milwaukee,
Wisconsin 53202, or at such other place as Holder may from time to time
designate to Borrower in writing, the principal sum of Five Thousand Six Hundred
Dollars ($5,600.00), 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 Santa Clara Partners, LLC ("Holder") and Dover
Holding Corporation ("Payee").

     

    RECITALS:

     

    WHEREAS,
Holder and Payee entered into a NOTE dated July 18, 2008 in the Principal Amount
of $5,600.

     

    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.

     

    
    

     

    
      	
              Santa Clara
      Partners, LLC ("Holder") 

            	Dover Holding
      Corporation ("Payee") 
	 	 
	
              _______________________________ 

            	_______________________________ 
	
              Frank P. Crivello,
      Managing Member 

            	David M. Marks,
      President