Exhibit 4.12

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION IS NOT REQUIRED

|                     |                          
|-------------------- | -------------------------
|Principal
 Amount: $ | Issue Date: July __, 2009

ORIGINAL ISSUE DISCOUNT CONVERTIBLE NOTE

FOR VALUE
RECEIVED, Visual Management Systems, Inc., a Nevada corporation (hereinafter
called Borrower), hereby promises to pay to
________________________________________________________, the principal amount
of $__________, with 12% annual interest thereon, at such place as Holder shall
direct in writing on January __, 2010 (the Maturity Date).

The
following terms shall apply to this Note:

ARTICLE I.

GENERAL PROVISIONS

1.1.     Maturity.
Principal and accrued interest under this Note shall become due and payable on
the Maturity Date. Borrower may prepay this note upon not less than thirty (30)
days prior written notice to the Holder; provided, however, that Holder shall
have the right to exercise the conversion rights set forth in Article II during
such notice period.

1.2.     Conversion
Privileges. The conversion rights set forth in Article II shall remain in
full force and effect immediately from the date hereof and until the Note is
paid in full regardless of the occurrence of an Event of Default. The Note
shall be payable in full on the Maturity Date, unless previously converted into
Common Stock in accordance with Article II hereof; provided, that if an Event
of Default has occurred that has not been timely cured, the Holder may extend
the Maturity Date an amount of time equal to the duration of the Event of
Default.

1.3.     Interest
Rate. Simple interest payable on this Note shall accrue at the annual rate
of twelve percent (12%) and be payable at the request of the Holder upon or
after each conversion of principal pursuant to Article II, and on the Maturity
Date, accelerated or otherwise, when the principal and remaining accrued but
unpaid interest shall be due and payable, or sooner as described below.

ARTICLE II.

CONVERSION RIGHTS

The
Holder shall have the right to convert the principal due under this Note into
Shares of the Borrowers Common Stock (Common Stock) as set forth below.

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2.1.     Conversion
into the Borrowers Common Stock.

(a)     The
Holder shall have the right from and after the issuance of this Note and then
at any time until this Note is fully paid, to convert any outstanding and
unpaid principal portion of this Note, at the election of the Holder (the date
of giving of such notice of conversion being a Conversion Date) into fully
paid and nonassessable shares of Common Stock as such stock exists on the date
of issuance of this Note, or any shares of capital stock of Borrower into which
such Common Stock shall hereafter be changed or reclassified, at the conversion
price as defined in Section 2.1(b) hereof (the Conversion Price), determined
as provided herein. Upon delivery to the Borrower of a completed Notice of
Conversion, a form of which is annexed hereto, Borrower shall issue and deliver
to the Holder within three (3) business days after the Conversion Date (such
third day being the Delivery Date) that number of shares of Common Stock for
the portion of the Note converted in accordance with the foregoing. The number
of shares of Common Stock to be issued upon each conversion of this Note shall
be determined by dividing that portion of the principal of the Note to be
converted, by the Conversion Price, with all converted fractional shares
issuable rounded up to whole shares.

(b)     Subject
to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per
share shall be $0.01 per share.

(c)     The
Conversion Price and number and kind of shares or other securities to be issued
upon conversion determined pursuant to Section 2.1(a), shall be subject to
adjustment from time to time upon the happening of certain events while this
conversion right remains outstanding, as follows:

A.     Merger,
Sale of Assets, etc. If the Borrower at any time shall consolidate with or
merge into or sell or convey all or substantially all its assets to any other
corporation, this Note, as to the unpaid principal portion thereof, shall
thereafter be deemed to evidence the right to acquire upon conversion such
number and kind of shares or other securities and property as would have been
issuable or distributable on account of such consolidation, merger, sale or
conveyance, upon or with respect to the securities subject to the conversion or
purchase right immediately prior to such consolidation, merger, sale or
conveyance. The foregoing provision shall similarly apply to successive
transactions of a similar nature by any such successor or purchaser. Without
limiting the generality of the foregoing, the anti-dilution provisions of this
Section shall apply to such securities of such successor or purchaser after any
such consolidation, merger, sale or conveyance.

B.     Reclassification,
etc. If the Borrower at any time shall, by reclassification or otherwise,
change the Common Stock into the same or a different number of securities of
any class or classes that may be issued or outstanding, this Note, as to the
unpaid principal portion thereof, shall thereafter be deemed to evidence the
right to acquire upon conversion an adjusted number of such securities and kind
of securities as would have been issuable as the result of such change with
respect to the Common Stock immediately prior to such reclassification or other
change.

C.     Stock
Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
or combined into a greater or smaller number of shares of Common Stock, or if a
dividend is paid on the Common Stock in shares of Common Stock, the Conversion
Price shall be proportionately reduced in case of subdivision of shares or
stock dividend or proportionately increased in the case of combination of
shares, in each such case by the ratio which the total number of shares of
Common Stock outstanding immediately after such event bears to the total number
of shares of Common Stock outstanding immediately prior to such event..

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D.     Share
Issuance. For such portion of the Note which remains outstanding and not
converted, if the Borrower shall issue or agree to issue any shares of Common
Stock for a consideration less than the Conversion Price in effect at the time
of such issue, then, and thereafter successively upon each such issue, the
Conversion Price shall be reduced to such other lower issue price. For purposes
of this adjustment, the issuance of any security carrying the right to convert
such security into shares of Common Stock or of any warrant, right or option to
purchase Common Stock shall result in an adjustment to the Conversion Price
upon the issuance of the above-described security and again upon the issuance
of shares of Common Stock upon exercise of such conversion or purchase rights
if such issuance is at a price lower than the then applicable Conversion Price.
The reduction of the Conversion Price described in this paragraph is in
addition to other rights of the Holder described in this Note and the
Subscription Agreement. No adjustments shall be made under this Paragraph D as
a result of (i) the issuance or exercise of the Warrants or the warrants issued
to the Placement Agent pursuant to the Subscription Agreement or (ii) issuances
of Common Stock or any warrant, right, option or other security issued in any
acquisition, merger or strategic alliance, or upon the exercise or conversion
of any such warrant, right, option or other security.

(d)     Whenever
the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower
shall promptly mail to the Holder a notice setting forth the Conversion Price
after such adjustment and setting forth a statement of the facts requiring such
adjustment.

(e)     Borrower
will reserve from its authorized and unissued Common Stock the number of shares
of Common Stock during the time periods and in the amounts described in the
Subscription Agreement. Borrower represents that upon issuance, such shares
will be duly and validly issued, fully paid and non-assessable. Borrower agrees
that its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Note.

2.2.     Method
of Conversion. This Note may be converted by the Holder in whole or in part
as described in Section 2.1(a) hereof and the Subscription Agreement. Upon
partial conversion of this Note, a new Note containing the same date and
provisions of this Note shall, at the request of the Holder, be issued by the
Borrower to the Holder for the principal balance of this Note and interest
which shall not have been converted or paid.

ARTICLE III.

EVENT OF DEFAULT

The
occurrence of any of the following events of default (Event of Default)
shall, at the option of the Holder hereof, make all sums of principal and
interest then remaining unpaid hereon and all other amounts payable hereunder
immediately due and payable, upon demand, without presentment, or grace period,
all of which hereby are expressly waived, except as set forth below:

3.1.     Failure
to Pay Principal or Interest. The Borrower fails to pay any installment of
principal, interest or other sum due under this Note when due and such failure
continues for a period of ten (10) business days after the due date. The ten
(10) day period described in this Section 3.1 is the same ten (10) business day
period described in Section 1.1 hereof.

3.2.     Receiver
or Trustee. The Borrower shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver or trustee
for it or for a substantial part of its

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property or
business; or such a receiver or trustee shall otherwise be appointed without
the consent of the Borrower is not dismissed within sixty (60) days of
appointment.

3.3.     Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings or relief under any bankruptcy law or any law, or the issuance of
any notice in relation to such event, for the relief of debtors shall be
instituted by or against the Borrower and if instituted against Borrower are
not dismissed within forty-five (45) days of initiation.

3.4.     Failure
to Deliver Common Stock or Replacement Note. Borrowers failure to timely
deliver Common Stock to the Holder pursuant to and in the form required by this
Note, or, if required, a replacement Note for ten business days beyond the
required delivery date or any stated cure period, whichever is later.

3.5.     Reservation
Default. Failure by the Borrower to have reserved for issuance upon
conversion of the Note the amount of Common Stock as set forth in this Note.

ARTICLE IV.

MISCELLANEOUS

4.1.     Failure
or Indulgence Not Waiver. No failure or delay on the part of Holder hereof
in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise
available.

4.2.     Notices.
All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii) delivered
by reputable air courier service with charges prepaid, or (iv) transmitted by
hand delivery, telegram, or facsimile, addressed as set forth below or to such
other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Borrower to: Visual Management Systems,
Inc., 1000 Industrial Way North, Suite C, Toms River, NJ 08755, Fax: (732)
281-1365, Attn: Jason Gonzalez (ii) if to the Holder, to the name, address and
telecopy number set forth on the front page of this Note.

4.3.     Amendment
Provision. The term Note and all reference thereto, as used throughout
this instrument, shall mean this instrument as originally executed, or if later
amended or supplemented, then as so amended or supplemented.

4.4.     Assignability.
This Note shall be binding upon the Borrower and its successors and assigns,
and shall inure to the benefit of the Holder and its successors and assigns.

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4.5.     Cost
of Collection. If default is made in the payment of this Note, Borrower
shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys fees.

4.6.     Governing
Law. This Note shall be governed by and construed in accordance with the laws
of the State of Florida. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought
only in the civil or state courts of Florida or in the federal courts located
in Broward County Florida. Both parties and the individual signing this
Agreement on behalf of the Borrower agree to submit to the jurisdiction of such
courts. The prevailing party shall be entitled to recover from the other party
its reasonable attorneys fees and costs.

4.7.     Maximum
Payments. Nothing contained herein shall be deemed to establish or require
the payment of a rate of interest or other charges in excess of the maximum
permitted by applicable law. In the event that the rate of interest required to
be paid or other charges hereunder exceed the maximum permitted by such law,
any payments in excess of such maximum shall be credited against amounts owed
by the Borrower to the Holder and thus refunded to the Borrower.

4.8.     Shareholder
Status. The Holder shall not have rights as a shareholder of the Borrower
with respect to unconverted portions of this Note. However, the Holder will
have all the rights of a shareholder of the Borrower with respect to the shares
of Common Stock to be received by Holder after delivery by the Holder of a
Conversion Notice to the Borrower.

IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an
authorized officer as of the _____ day of July, 2009.

| |                                  |                         
| | -------------------------------- | ------------------------
| | VISUAL
 MANAGEMENT SYSTEMS, INC.
| |                                  |                         
| | By:                              |                         
| |                                  |                         
| | Name:                            | Jason
 Gonzalez         
| | Title:                           | Chief
 Executive Officer

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