EXHIBIT 4.4




Form of
Convertible Note Payable




THIS NOTE
AND THE SHARES OF COMMON STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A
REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH
ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.




APPLIED
NANOTECH HOLDINGS, INC.




Convertible
Promissory Note







$________
            Austin,
      TX


February
__, 2010





For value
received APPLIED NANOTECH
HOLDINGS INC.,a Texas corporation (the “Company”), hereby
unconditionally promises to pay to the order of ______________(together
with successors and assigns, the “Lender”), the principal sum of
____________________ Thousand Dollars and No Cents ($____________.00) (the
“Loan”).  The
principal amount due under this Note shall bear interest at a rate of 8% per
annum and accrue during the term of the loan. All Principal and Interest shall
be due August 31, 2012, unless paid earlier.  All payments in respect
of this Note shall be made in lawful money of the United States of America, or
common stock of the Company as set forth below.




This Note
is issued pursuant to a terms sheet dated February, 2010.




The
Conversion price is $0.20 per share.




The notes shall be convertible at the
“Conversion Price” (1) at any time at the option of the holder after, or (2) at
the option of the issuer, 50% of the Principal and  Accrued Interest
on December 15, 2010, if the average closing price of the Issuer’s common stock
for the period from September 1, 2010 through November 30, 2010 is greater than
three times the conversion price, or (3) at the option of issuer, all Principal
and  Accrued Interest on December 15, 2011, if the average closing
price of the Issuer’s common stock for the period from September 1, 2011 through
November 30, 2011 is greater than three times the conversion price.













The
holder of this Note may enforce the agreements of the Company contained in the
Loan Documents and may exercise the remedies provided for thereby or otherwise
in respect thereof, all in accordance with the terms thereof.




The
undersigned waives presentment, protest and demand, notice of protest, demand
and dishonor and nonpayment of this Note and agrees to pay all costs of
collection when incurred, including attorneys’ fees, and to perform and comply
with each of the covenants, conditions, provisions and agreements contained in
every instrument now evidencing or securing said indebtedness.  No
extension of the time for the payment of this Note or any installment thereof
made by agreement with any person now or hereafter liable for the payment of
this Note shall operate to release, discharge, modify, change or affect the
undersigned’s liability under this Note, either in whole or in part, unless the
undersigned shall be a party to such agreement.




The
Company’s obligations under this Note are absolute and unconditional and shall
not be subject to any defense, setoff or counterclaim that may at any time be
available to or be asserted by the Company.  The Company hereby
waives, and agrees not to assert, any right to offset or interpose as a defense
or counterclaim any claim against the Lender against its obligations under this
Note.




The
Company shall pay all reasonable out-of-pocket expenses incurred by the Lender,
including fees and disbursements of counsel for the Lender, in connection with
the enforcement of this Note.




The
Company agrees that to the extent the Company makes a payment or payments
hereunder which payment or payments, or any part thereof, are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to the Company, its successors or assigns under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, the obligations, or part thereof, under
this Note that have been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the time immediately
preceding such initial payment, reduction or satisfaction.




This Note
shall be governed by and construed in accordance with the laws of the State of
Texas.




With
respect to any suit, action shall lie in the venue of Austin,
Texas.




Should
any provision of this Note be judicially declared to be invalid, unenforceable
or void, such decision will not have the effect of invalidating or voiding the
remainder of this Note, and the parties hereto agree that the provision of this
Note so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom and the remainder will have the same force and effectiveness
as if such provision had never been included herein; provided, however, the parties
hereto shall use their best efforts to replace the provision so deemed to have
been stricken herefrom with a provision that the parties reasonably believe to
be valid and enforceable and which has a substantially identical economic and
legal effect as the provision so deemed to have been stricken
herefrom.






IN
WITNESS WHEREOF, this Note has been executed and delivered as a sealed
instrument on the date first above written by the duly authorized representative
of the Company.









APPLIED
      NANOTECH HOLDINGS, INC.
              
              
              By:______________________________
              Douglas
      P. Baker
              Chief
      Executive Officer

















EXHIBIT
A





NOTICE
OF CONVERSION








The undersigned hereby elects to
convert principal under the 8% Convertible Note of Applied Nanotech Holdings,
Inc., a Texas (the “Company”), into
shares of common stock (the “Common Stock”), of
the Company according to the conditions hereof, as of the date written
below.  If shares of Common Stock are to be issued in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and
opinions as reasonably requested by the Company in accordance
therewith.  No fee will be charged to the holder for any conversion,
except for such transfer taxes, if any.





The undersigned agrees to comply with
the prospectus delivery requirements under the applicable securities laws in
connection with any transfer of the aforesaid shares of Common
Stock.





Conversion
calculations:


Date to Effect
Conversion:





Principal Amount of Debenture
to be Converted:





Number
of shares of Common Stock to be issued:





Signature:





Name:





Tax ID Number:





Address for Delivery of Common Stock
Certificates:





Or





DWAC Instructions:





Broker No:




Account No: