8-K
















Exhibit 10.1  




THIS CONVERTIBLE PROMISSORY NOTE AND
THE STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAW, AND NO
INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS: (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE ACT OR (2) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL TO THE HOLDER OF THESE
SECURITIES, STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT. 





ACRO, INC. 

CONVERTIBLE PROMISSORY
NOTE 









	$93,274
 
	

	February 22, 2009
 










        FOR
VALUE RECEIVED, ACRO, INC. (the “Company”), a Nevada corporation duly
organized under law, hereby absolutely and unconditionally promises to pay to the order of
BioTech Knowledge LLC (the “Holder”) the principal sum of Ninety Three
Thousand Two Hundred and Seventy Four US Dollars ($93,274), (“Principal
Amount”) on February 8, 2010 (the “Maturity Date”), unless this
Convertible Promissory Note (the “Note”) is earlier converted or prepaid
pursuant to the terms hereof. The Company shall not withhold or deduct any amount of any
kind from the payments payable to the Holder hereunder.  



         1.       
          Payment of Principal. Subject to the terms and conditions of this Note,
          the Company may pay this Note at any time prior to the Maturity Date by
          providing a thirty (30) day notice to the Holder. The Company will pay the
          Principal Amount in immediately available funds at the Holder’s known
          address or to such other address as Holder may designate for such purpose from
          time to time by written notice to the Company, without any requirement for the
          presentation of this Note or making any notation thereon. 



         2.       
          Conversion. 



		    (a)       Optional
Conversion. At any time prior to the conversion or payment of           this Note,
this Note shall be automatically converted upon the receipt by the           Company of a
written election by the Holder to convert all or part of the           Principal Amount
into shares of the Company’s Common Stock, par value           $0.001 per share (“Common
Stock”) (“Optional           Conversion”).  







		    (b)       Mandatory
Conversion upon a Change of Control Event. If, prior to the           Maturity Date,
the Company effects a sale of all or substantially all of the           Company’s
assets or shares, or a merger, consolidation or other business           combination of
the Company with or into another entity (other than a wholly           owned subsidiary)
in which the Company’s shareholders immediately prior to           such transaction
do not hold a majority of the voting power of the surviving           entity (“Change
of Control Event”), the unpaid Principal Amount           shall be automatically
converted, immediately prior to the consummation of the           Change of Control
Event, into Common Stock.  




















		    (c)       Number
of Securities. The number of shares of Common Stock to be issued           to the
Holder upon conversion of any or all of the Principal Amount, as so           elected by
the Holder, shall equal to the unpaid Principal Amount on the           conversion date,
divided by US$0.008 (as shall be adjusted as a result of any           share combination,
split, revisers split, or any consolidation).  







		    (d)       Mechanics
of Conversion; Certificates for Conversion Shares. Upon any           conversion
pursuant to Sub-Section (a), the Company shall issue within fourteen           (14) days
the Common Stock to the Holder, provided that the Holder shall be           deemed to be
the holder of such Common Stock from the date of notice of           conversion. Upon any
conversion pursuant to Sub-Section (b), the Company shall           issue immediately
prior to the consummation of the Change of Control Event the           Common Stock to
the Holder. Any Common Stock issued by the Company under this           Note shall be
fully paid and non assessable.  







		    (e)       Fractional
Shares. No fractional shares of the Company will be issued           pursuant to this
Note; any fractional amount resulting from conversion as           described above shall
be rounded up if one-half share or more, or down if less           than one-half share.  







         3.       
          Default. Notwithstanding the aforesaid, the entire unpaid Principal
          Amount, shall be due and payable at any time without any demand, immediately
          upon the earlier of any of the following events: (i) the Company files a
          petition for voluntary dissolution under applicable law, (ii) the Company makes
          an assignment for the benefit of creditors, (iii) within sixty (60) days after
          the filing of any involuntary proceeding under applicable law and such
          proceedings shall not have been vacated or stayed, (iv) the appointment of a
          receiver or trustee to take possession of all or a substantial portion of the
          property or assets of the Company, if such appointment is not terminated,
          dismissed or vacated within sixty (60) days after the appointment, or (v) the
          imposition of a lien on all or substantially all the assets of the Company which
          is not removed within sixty (60) days thereafter, other than in connection with
          a line of credit provided by a financial institution or the purchase or lease of
          equipment, in each case in the ordinary course of business. 



        Company
shall notify the Holder in writing within 3 business days from the time such event first
becomes known to it of any such event described above. 



         4.       
          General. 



		    (a)       Successors
and Assigns. The Holder may not assign all or any portion of           this Note,
without the written consent of the Company. The Company may not           assign this
Note, whether by operation of law, in connection with a Change of           Control or
otherwise, without the written consent of the Holder. This Note, and           the
obligations and rights of the Company hereunder, shall be binding on and           inure
to the benefit of the Company, the Holder of this Note, and their           respective
heirs, successors, and assigns. Without limiting the foregoing, any           successor
and assign of the Holder shall be subject to the terms of this Note,           including
the limitations on transfer and the representations contained in this           Note.  







		    (b)       Notices.
All notices, requests, consents, and demands shall be made in           writing and shall
be deemed effectively given when delivered personally to the           party to whom they
are addressed or when deposited in the mail, by registered or           certified mail,
postage prepaid, addressed to the Company.  







		    (c)       Governing
Law; Venue. This Note and all questions relating to its           validity,
interpretation and performance shall be governed by and construed in           accordance
with the General Corporation Law of the State of Nevada as to matters           within
the scope thereof, and as to all other matters shall be governed by and
          construed in accordance with the laws of the State of Israel, without regard to
          conflict of law principles that would result in the application of any law
other           than the law of the State of Israel (without application of its conflicts
of law           principles). Any dispute arising out of, in connection with, or with
respect to,           this Note shall be adjudicated in the competent courts of the State
of Israel           and nowhere else.  




















		    (d)       Entire
Agreement. This Note embodies the entire agreement and           understanding of the
parties hereto with respect to the subject matter hereof,           and it supersedes all
prior agreements, arrangements, understandings and           undertakings, written or
oral, relating to the subject matter hereof, if any.           This Note may not be
modified or amended except with the written consent of the           Company and Holder.  







		    (e)       Company’s
Waivers. The Company hereby waives presentment for           payment, demand, notice
of demand, notice of nonpayment or dishonor, protest and           notice of protest of
this Note, and all other notices in connection with the           delivery, acceptance,
performance, default, or enforcement of the payment of           this Note.  







		    (f)       Failure.
The failure by the Holder at any time to require performance of           any provision
hereof or to enforce any right with respect thereto shall in no           manner affect
its right at a later time to enforce the same and shall in no           event be
construed to be a waiver of such provision or rights, unless           specifically made,
in writing.  







        IN
WITNESS WHEREOF, this Note has been executed and delivered, on the date and year first
above written. 




			ACRO INC.



By: /s/ Gadi Aner
——————————————

Name: Gadi Aner
Title: Chief Executive Officer and Chairman of the
 Board of Directors












AGREED AND ACCEPTED:  



	BIOTECH KNOWLEDGE LLC 



By: /s/ Ehud Keinan
——————————————

Name: Ehud Keinan
Title: Sole Member