EXHIBIT
4.1


 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. 


 


THIS
NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING
ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS
THAN THE PRINCIPAL AMOUNT AND INTEREST AMOUNTS SET FORTH BELOW.


 


3%
PROMISSORY NOTE DUE AUGUST 31, 2019


 


OF


 


LIBERATOR,
INC.


 


 





	Note No.:  1 - 2014	Original Principal Amount: $700,000.00
	Issuance
    Date:  September 5, 2014	New York, New York




 


 


This
Note (“Note”) is a duly authorized Note of LIBERATOR, INC.,
a corporation duly organized and existing under the laws of the State of Florida (the
“Company”), designated as the Company's 3% Promissory Note Due AUGUST 31, 2019
(“Maturity Date”) in the principal amount of Seven Hundred Thousand Dollars (US$700,000.00) (the “Note”).


For
Value Received and Consideration Provided Under Section 6, the Company hereby promises to pay to the order Hope Capital
Inc. or its registered assigns or successors-in-interest (“Holder”) the principal sum of Seven Hundred Thousand
Dollars (US$700,000.00), together with all accrued but unpaid interest thereto, if any, on the Maturity Date, to the extent such
principal amount and interest has not been repaid with or converted into the Company's Common Stock (the “Common Stock”),
in accordance with the terms hereof. This Note shall accrue interest daily on the unpaid principal balance hereof at the rate of
3% per annum from the date of original issuance hereof (the “Issuance Date”) until the same becomes due and
payable on the Maturity Date, or such earlier date upon acceleration or by conversion in accordance with the terms hereof. Such
interest shall accrue daily commencing on the Issuance Date and shall be computed on the basis of a 360-day year and shall be payable
in accordance with Section 2 hereof. Notwithstanding anything contained herein, this Note shall bear interest on the due and unpaid
Principal Amount from and after the occurrence and during the continuance of an Event of Default pursuant to Section 5(a), at the
rate (the “Default Rate”) equal to twelve percent (12%) per annum or, if lower, the highest rate permitted by
law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs, then
to unpaid default interest and interest amounts, and fees and any remaining amount to principal.


 











     

     

    
 


All payments of
principal, interest and default interest on this Note which are not paid in shares of Common Stock as permitted or required hereunder
shall be made in lawful money of the United States of America by check or wire transfer of immediately available funds to such
account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note or by Company
check. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined
below), the same shall instead be due on the next succeeding day which is a Business Day.


The following terms
and conditions shall apply to this Note:


Section
1.               
Definitions. For purposes hereof the following terms shall have the meanings ascribed to them below:


“Bankruptcy
Event” means any of the following events: (a) the Company or any subsidiary commences a case or other proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt evidenced by this Note, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction relating to the Company or any subsidiary thereof; (b) there is commenced against
the Company or any subsidiary any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company
or any subsidiary is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding
is entered; (d) the Company or any subsidiary suffers any appointment of any custodian or the like for it or any substantial part
of its property that is not discharged or stayed within 60 days; (e) the Company or any subsidiary makes a general assignment for
the benefit of creditors;; or (f) the Company or any subsidiary, by any act or failure to act, expressly indicates its consent
to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any
of the foregoing.


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York
are authorized or required by law or executive order to remain closed.


“Company”
includes the corporation initially executing this Note and any entity or person which shall succeed to or assume the obligations
and/or assets of the Company under this Note.


“Conversion
Price” shall equal $0.10 per share, which Conversion Price shall be subject to adjustment as set forth herein.


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


“Principal
Amount” shall refer to the sum of (i) the original principal amount of this Note, (ii) all accrued but unpaid Interest
Amounts hereunder, and (iii) any default payments (including default interest) owing under the Note but not previously paid or
added to the Principal Amount.


“Principal
Market” shall mean the OTC Markets or such other principal market, exchange or electronic quotation system on which
the Common Stock is then listed for trading.


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


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Section
2.               
Principal and Interest. Interest (the “Interest Amount”) shall accrue daily commencing on
the Issuance Date and shall be computed on the basis of a 360-day year and shall accrue on the unpaid principal from the date hereof
at an annual rate of three percent (3%) (the “Interest Rate”). Principal and interest payments will be made
monthly starting on October 1, 2014 and continue on the first day of each month thereafter (each, a “Monthly Payment”)
for 60 monthly payments as per the following payment schedule below. In the event that the Company fails to make a Monthly Payment
on or before ten (10) Business Days from the Monthly Payment date, then upon written notice from the Holder, such Monthly Payment
shall be subject to a five (5%) per cent late fee.





	Payments 1 to 12	$ 9,405.60
	Payments 13 to 24	$10,816.44
	Payments 25 to 36	$12,438.90
	Payments 37 to 48	$14,304.74
	Payments 49 to 60	$16,450.45







 


This amortized loan shall be in accordance
with the Loan Amortization schedule annexed as Exhibit A.





Section
3.               
Conversion.


(a)               
Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, upon an Event of
Default the Holder shall have the right, at such Holder's option, at any time and from time to time following the Event of Default
to convert the outstanding Principal Amount into Common Stock under this Note in whole or in part by delivering a fully executed
notice of conversion in the form of conversion notice attached hereto as Exhibit B (the “Conversion Notice”),
which may be transmitted by facsimile. At any time from and after the Effective Date and prior to the Maturity Date, if an Event
of Default shall have occurred, the Holder shall have the option to choose to receive, in lieu of cash payment hereunder that number
of fully paid and non-assessable shares of Common Stock of the Company initially executing this Note and any entity or person which
shall succeed to or assume the obligations and/or assets of the Company, determined by dividing the aggregate unpaid Principal
Amount due on this Note as of the date of the Conversion Notice by the Conversion Price. Notwithstanding anything to the contrary
herein, only that portion of this Note and the outstanding Principal Amount hereunder shall be convertible into Common Stock if
and to the extent that such conversion would not result in the Holder hereof exceeding the limitations contained in, or otherwise
violating the provisions of, Section 3(i) below.


(b)              
Common Stock Issuance Upon Conversion. Upon conversion of this Note pursuant to Section 3(a) above, the outstanding
Principal Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common
Stock, free of any liens, claims and encumbrances, except as otherwise required under the Securities Act, as is determined by dividing
the outstanding Principal Amount being converted by the then applicable Conversion Price. The date of any Conversion Notice hereunder
shall be referred to herein as the “Conversion Date”. If a conversion under this Note cannot be effected in
full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion
Notice, the Company shall promptly deliver to the Holder (but no later than five Business Days after the Conversion Date) a Note
for such outstanding Principal Amount as has not been converted if this Note has been surrendered to the Company for partial conversion.
The Holder shall not be required to physically surrender this Note to the Company upon any conversion hereunder unless the full
outstanding Principal Amount represented by this Note is being converted. The Holder and the Company shall maintain records showing
the outstanding Principal Amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory
to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion.


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(c)               
Conversion Price Adjustments.


(i)                
Stock Dividends, Splits and Combinations. If the Company or any of its subsidiaries, at any time while the Note is
outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities, (B) subdivide
outstanding Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares,
then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such
event. Any adjustment made pursuant to this Section 3(c)(i) shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision or combination.


(ii)              
Rounding of Adjustments. All calculations under this Section 3 or Section 2 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be.


(iii)            
Notice of Adjustments. Whenever any Conversion Price is adjusted pursuant to Section 3(c)(i) above, the Company
shall promptly deliver to the holder of the Note, a notice setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment, provided that any failure to so provide such notice shall not affect
the automatic adjustment hereunder.


(iv)            
Notice of Certain Events. If:


	 	A.	the Company shall declare a dividend (or any other distribution) on its Common Stock; or
	 	 	 
	 	B.	the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or
	 	 	 
	 	C.	the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or
	 	 	 
	 	D.	the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or
	 	 	 
	 	E.	the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;




 


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then
the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause
to be mailed to the Holder at its last address as it shall appear upon the books of the Company, on or prior to the date notice
to the Company's stockholders generally is given, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares
of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange. 


(d)              
Reservation and Issuance of Underlying Securities. The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (including
repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the holder
of the Note, not less than such number of shares of Common Stock as shall be issuable (taking into account the adjustments under
this Section 3 but without regard to any ownership limitations contained herein) upon the conversion of this Note hereunder in
Common Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized,
validly issued, fully paid, nonassessable.


(e)               
No Fractions. Upon a conversion hereunder the Company shall not be required to issue stock certificates representing
fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a
share based on the closing price of a share of Common Stock at such time. If the Company elects not, or is unable, to make such
a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.


(f)               
Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the conversion of this Note
shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the
name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event
certificates for shares of Common Stock are to be issued in a name other than the name of the Holder, this Note when surrendered
for conversion shall be accompanied by an assignment form; and provided further, that the Company shall not be required
to pay any tax or taxes which may be payable in respect of any such transfer.


(g)              
Cancellation. After all of the Principal Amount (including accrued but unpaid interest and Interest Amounts and default
payments at any time owed on this Note) have been paid in full or converted into Common Stock, this Note shall automatically be
deemed canceled and the Holder shall promptly surrender the Note to the Company at the Company’s principal executive offices.


 


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(h)              
Notices Procedures. Any and all notices or other communications or deliveries to be provided by the Holder hereunder,
including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by confirmed facsimile, or
by a nationally recognized overnight courier service to the Company at the facsimile telephone number or address of the principal
place of business of the Company: 2745 Bankers Industrial Drive, Atlanta, GA, 30360. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or by a nationally
recognized overnight courier service addressed to the Holder at the facsimile telephone number or address of the Holder appearing
on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of
the Holder. Any notice or other communication or deliveries hereunder shall be deemed delivered (i) upon receipt, when delivered
personally, (ii) when sent by facsimile, upon receipt if received on a Business Day prior to 5:00 p.m. (Eastern Time), or on the
first Business Day following such receipt if received on a Business Day after 5:00 p.m. (Eastern Time) or (iii) upon receipt, when
deposited with a nationally recognized overnight courier service.


(i)    
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained herein, the number of shares
of Common Stock that may be acquired by the Holder upon conversion pursuant to the terms hereof shall not exceed a number that,
when added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the
ownership of securities or rights to acquire securities (including the Note) that have limitations on the Holder’s right
to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially
owned at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on
the right to convert, exercise or purchase similar to the limitation set forth herein) by the holder’s “affiliates”
at such time (as defined in Rule 144 of the Securities Act) (“Aggregation Parties”) that would be aggregated
for purposes of determining whether a group under Section 13(d) of the Exchange Act exists, would exceed 9.9% of the total issued
and outstanding shares of the Common Stock (the “Restricted Ownership Percentage”). Each holder shall have the
right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company
and (y) upon sixty (60) days’ written notice to the Company to increase its Restricted Ownership Percentage. The Company’s
obligation to issue shares of Common Stock which would exceed such limits referred to in this Section 3(i) shall be suspended to
the extent necessary until such time, if any, as shares of Common Stock may be issued in compliance with such restrictions.


Section
4.               
Prepayments. This Note may be prepaid in part (or in full) at any time prior to the Maturity Date (except as
expressly provided herein), and from time to time, without premium or penalty, and without the prior consent of the Holder.


Section
5.               
Defaults and Remedies.


(a)               
Events of Default.An “Event of Default” is:


(i)                
a default in payment of the Monthly Payment under the Note on or after the date such payment is due; or


(ii)              
if the Company is subject to any Bankruptcy Event.


(b)              
Remedies. If an Event of Default occurs, subject to the Company’s ability to cure such default within sixty
(60) days after written notice by the Holder to the Company, the Holder may declare all of the then outstanding Principal Amount
of this Note, including any Interest Amounts due thereon at the Default Rate, to be due and payable immediately.


6








     

     

    
 


Section
6.               
Satisfaction of Issued and Outstanding 3% Convertible Promissory Notes. This Note amends and restates in their
entirety, and is given in substitution for those Notes described as a certain 3% Convertible Note issued by the Company to the
Holder on June 24, 2009, as amended (the “June 2009 Note”), and that certain 3% Convertible Note issued by the
Company to the Holder on September 2, 2009, as amended (the “September 2009 Note”), the June 2009 Note and September
2009 Note collectively referred to herein as the “Original Notes”.  For the avoidance of doubt, effective
on the Issuance Date, the issuance of this Note satisfies any and all principal, interest, fees, and penalties under the Original
Notes.  The Company and Holder shall execute and deliver such additional documents and instruments and perform such additional
acts as the other party may reasonably request to effectuate the cancellation of the Original Notes.


Section
7.               
General.


(a)               
Savings Clause. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable
to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way
be affected or impaired thereby. In no event shall the amount of interest paid or converted hereunder (which for this purpose shall
include all default interest, all Interest Amounts and all other consideration or charges deemed to be interest) exceed the maximum
rate of interest on the unpaid principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable
maximum rate, the excess collected shall be applied to reduce the principal debt. If the interest actually collected hereunder
is still in excess of the applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable
under law.


(b)              
Amendment. Neither this Note nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the Company and the Holder.


(c)               
Assignment, Etc. The Holder may assign or transfer this Note in whole to any transferee. The
Holder shall notify the Company of any such assignment or transfer promptly. This Note shall be binding upon the Company and its
successors and shall inure to the benefit of the Holder and its successors and permitted assigns.


(d)              
Waiver.


(i)                
No failure on the part of the Holder to exercise, and no delay in exercising any right, remedy or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude
any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder
or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder
from time to time. The release of any party liable under this Note shall not operate to release any other party liable under this
Note.


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(ii)              
Except as otherwise provided herein, the Company and any other person who signs, guarantees or endorses this Note, to the
extent allowed by law, hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate, all other notices whatsoever and bringing of suit and diligence
in taking any action to collect amounts called for hereunder, and will be directly and primarily liable for the payment of all
sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the
collection of any amount called for hereunder.


(e)               
Governing Law; Jurisdiction.


(i)                
Governing Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE
THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.


(ii)              
Jurisdiction. The Company irrevocably submits to the exclusive jurisdiction of any State or Federal Court sitting
in the State of New York, County of New York, over any suit, action, or proceeding arising out of or relating to this Note.
The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action, or proceeding brought in such a court and any claim that suit, action, or proceeding
has been brought in an inconvenient forum.


The Company agrees
that the service of process upon it mailed by certified or registered mail (and service so made shall be deemed complete three
days after the same has been posted as aforesaid) or by personal service shall be deemed in every respect effective service of
process upon it in any such suit or proceeding. Nothing herein shall affect Holder's right to serve process in any other manner
permitted by law. The Company agrees that a final non-appealable judgement in any such suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.


(iii)            
No Jury Trial. The COMPANY
hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based
on, or arising out of, under, or in connection with, this Note.


(f)               
Replacement Notes. This Note may be exchanged by Holder at any time and from time to time for a Note or Notes with
different denominations representing an equal aggregate outstanding Principal Amount, as reasonably requested by Holder, upon surrendering
the same. No service charge will be made for such registration or exchange. In the event that Holder notifies the Company that
this Note has been lost, stolen or destroyed, a replacement Note identical in all respects to the original Note (except for registration
number and Principal Amount, if different than that shown on the original Note), shall be issued to the Holder, provided that the
Holder executes and delivers to the Company an agreement reasonably satisfactory to the Company to indemnify the Company from any
loss incurred by it in connection with this Note.


(g)              
Acknowledgment of Obligation. The Company hereby acknowledges the validity of the debt represented by this Note and further
represents that the debt is due and owing without set-off or counterclaim.


[Signature
Page Follows]


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IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed on the day and in the year first above written.


 





	 	 	 	
	 	 	LIBERATOR, INC.
	 	 	 	 
		 	By:  	/s/ Louis S. Friedman
		 	 	Louis S. Friedman
	 	 	 	
        Chairman, Chief Executive Officer and President

	 	 	 	 
	 	 	 	 
	 	 	HOPE CAPITAL, INC.
	 	 	 	 
		 	By:  	/s/ Curt Kramer
		 	 	Curt Kramer
	 	 	 	
        President



 


 


 


9








     

     

    

EXHIBIT A


 


Amortization Table








     

     

    

 


EXHIBIT B


 


NOTICE OF
CONVERSION 


 


The undersigned hereby elects
to convert $ of the principal amount of the Note (defined below) into that number
of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth
below, of LIBERATOR, INC., a Florida corporation (the “Borrower”) according to the conditions of the convertible note
of the Borrower dated as of September __, 2014 (the “Note”), as of the date written below. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable
instructions:


 


[ ] The Borrower
shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned
or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).


Name of DTC Prime Broker:


Account Number:


 


[ ] The undersigned
hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below
(which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional
space is necessary, on an attachment hereto:


 


HOPE CAPITAL, INC.


1 Linden Pl.,
Suite 207


Great Neck, NY.
11021


Attention: Certificate
Delivery


(516) 498-9890


 


Date of Conversion: 


Applicable Conversion Price: 


Number of Shares of Common Stock to
be Issued


Pursuant to Conversion
of the Notes: 


Principal Balance Due remaining


under this Note
after this Conversion:


 


HOPE CAPITAL, INC.


 


By:_____________________________


Name:Curt Kramer


Title: President


Date:


80 Cuttermill
Road, Suite 410


Great Neck, NY.
11021


 


 


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