fs1ex10i_halberdcorp.htm


    Exhibit
10.1

     

    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT FOR THIS NOTE, OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.

     

    CONVERTIBLE PROMISSORY
NOTE

     


      $                               

    

     

    November
     ,2007


    Huntington
Woods, Michigan

        

        For value
received, SELLMYBUSINESSNOW.COM,
Inc., a Michigan corporation (the "Company"),promises to pay to                   ,a
Michigan resident

    ("Holder"),
the aggregate outstanding principal amount of                    
THOUSAND
00/100 DOLLARS ($          ) (the
"Borrowing") under this Note. The unpaid principal
balance of this Note along with accrued interest shall be paid on the earlier of
(a) the Company registers any of its securities under the Securities Act of 1933
or (b) eighteen months after the date of this Note ("Maturity Date"). This Note
shall bear interest at the amount or rate equal to ten percent (10%) per
annum.

     

    This Note
is issued pursuant to that certain Loan Agreement by and among the Company, the
Holder and others dated as of the November        ,
2007 (the "Loan Agreement"). This Note is

     

    subject
to the following terms and conditions:

     

    1.             Default.
The Borrowing, together with accrued and unpaid interest thereon, if any,
shall become immediately due and payable upon (a) the failure of the Company to
pay all outstanding principal and accrued, but unpaid interest, within ten (10)
days of when it is due; or (b) a breach of the Loan Agreement (each, an "Event
of Default"). Upon an Event of Default, the outstanding principal amount hereof,
plus any heretofore accrued but unpaid interest, shall bear interest at a rate
equal to twelve percent (12%) per annum, subject to the limitations of Section 9
hereof.

     

    2.             Conversion.
This Note is convertible into shares of the Company's common stock on
the terms, and subject to the conditions, set forth in this Section
2.

     

    (a)    Conversion
at Election of Holder. Commencing on the date hereof and through
the
Maturity Date, at any time, the Holder may convert all of the outstanding
principal amount of this Note
into                 shares
of common stock of the Company ("Shares").

     

    (b)             Conversion
Notice. The Company shall be given notice of the intent of Holder to
convert this Note under Section 2(a) by way of the form of conversion notice
attached hereto as Annex A (a
"Conversion Notice").

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    (c)             Issuance
of Shares. Upon the occurrence of a conversion specified in this Section
2, this Note shall be converted into the applicable Shares without any further
action required by any party. Lender shall surrender this Note and the
Conversion Notice at the office of the
Company. Upon receipt of this Note and the Conversion Notice, then on the date
of conversion specified in the Conversion Notice (in any case, the "Conversion
Date"), the rights of Holder (other than its rights to receive the Shares) shall
cease, and, as soon as possible on or after the Conversion Date, and in any
event within ten (10) Business Days of the Conversion Date, the Company shall,
issue and deliver to Holder a certificate representing the Shares the Holder
owns by virtue of such conversion. In addition, on the Conversion Date, the
Company shall pay to Holder all unpaid interest accrued on the unpaid principal
balance of this Note from the date of the last interest payment to the date of
conversion, and all other amounts payable hereunder of the Loan.

     

    (d)     Cancellation
of Note. Upon the conversion of the entire unpaid principal amount of the
Note pursuant to this Section 2, this Note shall be canceled and shall be deemed
of no further force or effect, other than with respect to Lender's rights to
receive the Shares in accordance with Section 2(c) and Lender's rights with
respect to a default by any Borrower under this Note, the Loan Agreement or any
other Loan Documents.

     

    3.            Payment;
Prepayment. All payments shall be made in lawful money of the United
States of America at such place as Holder hereof may from time to time designate
in writing to the Company. Payment shall be credited first to the accrued
interest then due and payable and the remainder applied to principal. The
Company may prepay the interest on the Borrowing without penalty at any time
during the term of this Note and any prepayment shall be applied to accrued
interest on the unpaid Borrowing. The Company may not prepay the principal
balance.

     

    4.            Transfer;
Successors and Assigns. The terms and conditions of this Note shall inure
to the benefit of and be binding upon the respective successors and permitted
assigns of the parties. This Note shall not be transferred or assigned by the
Company without the Holder's express written permission. Subject to applicable
securities laws and the terms and conditions thereof, this Note may be
transferred only upon surrender of the original Note for registration of
transfer, duly endorsed, or accompanied by a duly executed written instrument of
transfer in form reasonably satisfactory to the Company. Thereupon, a new note
for the same principal amount and interest will be issued to, and registered in
the name of the transferee. Interest and principal are payable only to the
registered holder of this Note.

     

    5.             Governing
Law. This Note and all acts and transactions pursuant hereto and the
rights and obligations of the parties hereto shall be governed, construed and
interpreted in accordance with the laws of the State of Michigan, without giving
effect to principles of conflicts of law and notwithstanding the fact that
Company or Holder is or may hereafter become domiciled in a different state. All
actions under this Note shall be taken in a court of competent jurisdiction
within the Circuit Court of Oakland County, Michigan, or the United States
Federal District Court sitting in Detroit, which courts shall have the exclusive
jurisdiction and venue for any and all said claims, disputes, controversies,
suits or actions, and such courts are a convenient forum and the parties will
not seek to transfer the action to any other court.

     

    6.             Notices.
Any notice required or permitted by this Note shall be made in the manner
set forth in the Purchase Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.     Amendments
and Waivers. Any term of this Note may be amended only with the written
consent of the Company and Holder. Any amendment or waiver effected in
accordance with this Section 7 shall be binding upon the Company, Holder and
each transferee of the Note.

     

    8.     Waiver.
The Company hereby waives presentment for payment, protest, notice,
notice of protest and notice of dishonor and agrees to remain and continue to be
bound for the payment of all sums due under this Note notwithstanding any
renewals or extension of the time for payment of sums due hereunder or any
changes by way of release, surrender or substitution of any security for this
Note, and waives all and every kind of notice of such extensions or changes. No
delay or omission on the part of Holder in exercising any right hereunder shall
operate as a waiver of an Event of Default. A waiver of an Event of Default in
any provision of this Note shall not operate or be construed as a waiver of any
subsequent Event of Default. Each and every right, remedy and power granted
herein or allowed by law shall be cumulative and not exclusive of any other. The
tender and acceptance of any partial payment or partial performance hereunder
shall not constitute a waiver of any Event of Default or of any of Holder's
rights and remedies at law or in equity.

     

    9.            Limitations.
This Note is hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of maturity of the indebtedness
evidenced hereby or otherwise, shall the amount paid or agreed to be paid to
Holder for the use, forbearance or detention of the indebtedness evidenced
hereby, as interest or otherwise, exceed the maximum amount permissible under
applicable law. As used herein, the term "applicable law" shall mean the laws of
Michigan in effect as of the date hereof; provided, however, that in the event
there is a change in the law which results in a higher permissible rate of
interest than the highest permissible rate under applicable law in effect as of
the date hereof, then this Note shall be governed by such new law as of its
effective date. If, from any circumstance whatsoever, fulfillment of any
provision hereof at the time performance of such provision shall be due shall
involve transcending the limit of validity prescribed by law, then the
obligation to be fulfilled shall automatically be reduced to the limit of such
validity, and if from any circumstances Holder should ever receive as interest
an amount which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the principal balance
evidenced hereby and not to the payment of interest, and, if the principal
amount of the Note has been paid in full, shall be refunded to the Company.
Whenever possible, each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this Note.

     

    10.            Expenses.
In the event that Holder or any subsequent holder of this Note shall
exercise or endeavor to exercise any of its remedies hereunder, the Company
shall pay on demand all reasonable costs and expenses incurred in connection
therewith including, without limitation, reasonable attorneys' fees, and Holder
may seek judgment for all such amounts in addition to all other sums due
hereunder.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Convertible Promissory Note as
of the date first written above.

     

     

    
       

       

      
        
          
            
              	 	THE COMPANY:	 
	 	 SELLMYBUSINESSNOW.COM, INC.,	 
	 	 a
      Michigan corporation	 
	
                      Date

                    	
                      By:
      

                    	/s/ 	 
	 	 	
                      John
      Maddox

                    	 
	 	 	Its:
      President	 
	 	 	 	 


            

          

        

      

    

     

     

     

    REVIEWED
AND AGREED TO:

     

    THE
HOLDER:

     

     

    By:                                
            
                                                                               

     

    Print
Name:                                                 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      ANNEX
A

    

     

    NOTICE OF
CONVERSION

     

    The
undersigned hereby elects to convert the dollar amount of the Convertible
Promissory Note indicated below into shares of common stock (the "Share"), of
SELLMYBUSINESSNOW.com,
Inc., a Michigan corporation (the "Company"), according to the conditions hereof
and under Section 2, as of the Date to Effect Conversion specified below. If
Shares are to be issued in the name of a person other than 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.

     

    Additionally,
the undersigned holder hereby tenders to the Company the original Note
herewith.

     

    Conversion
calculations:

    Date to
Effect Conversion:                                                                                                              

     

    Principal
amount of Note to be Converted: $                                         
[To be filled in with full amount of
unpaid principal balance of the Note at the time of conversion

     

    Accrued
Interest to be Paid upon Conversion:                                                                                                                                             

     

    Number of
Conversion Shares:              

    THE
HOLDER:

     

    By:                                   
                

       
                                         

    Print
Name:                                       

       
                                         

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

     

    CONVERSION
NOTICE

     

    NOTICE OF
CONVERSION

     

    
      The
undersigned hereby elects to convert the dollar amount of the Convertible
Promissory Note indicated below into shares of common stock (the "Share"), of
SELLMYBUSINESSNOW.com,
Inc., a Michigan corporation (the "Company"), according to the conditions hereof
and under Section 3, as of the Date to Effect Conversion specified below. If
Shares are to be issued in the name of a person other than 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.

       

      Additionally,
the undersigned holder hereby tenders to the Company the original Note
herewith.

       

    

    Principal amount of Note to be Converted: $               
To be filled with full amount of unpaid balance of the Note at the time of
conversion.

     

    Accrued Interest to be Paid upon Concversion:                              


     

    Number of Conversion Shares:                      


     

     

    
      
        
                                                                                                               

           

           

          THE
HOLDER:

           

          By:                                                    

          Print
Name: