ex42.htm


    Exhibit
      4.2

     

    Convertible
      Note

     

    
      	
              Amount:  US$xxxx

            	
              Dated:  xxxx

            
	
              Shares
                at Conversion:  xxxx

            	 


    

     

     

    FOR
      VALUE RECEIVED, metaSwarm Corporation, the undersigned ("the Company")
      promises, subject to the following terms and conditions, to issue the relevant
      number of Preferred Stock shares of the Company at US$0.50 each at par to Note
      Holder, at the address shown below, as follows:

     

    
      	
              1.

            	
              Conversion

            


    

     

    
      	
            	
              1.1.

            	
              The
                Convertible Notes will be converted before the Company is approved
                by the
                SEC as a public company with stock listed in OTCBB (“Approval”), which the
                Company expects to obtain in 4 to 6 months from the Closing Date
                of this
                note.  The Company’s total issued shares to be 30,000,000 common
                shares upon Approval.

            


    

     

    
      	
            	
              1.2.

            	
              Notes
                issued will be at a par value of US$0.50 each at the Closing (“Closing” is
                defined as acceptance of metaSwarm as an OTCBB listed company by
                the
                NASD).  These shares will be registered in the first SB-2
                filing.

            


    

     

    
      	
              2.

            	
              Other
                Terms and Conditions

            


    

     

    This
      Note
      is not transferable except with the written consent of the Company.

     

    The
      Note
      Holder may be required to execute a deed of adherence to the shareholders
      agreement of the Company as requested.

     

    This
      Note
      may be waived, changed, modified, or discharged only by an agreement in writing
      signed by the party against whom enforcement of any waiver, change,
      modification, or discharge is sought.

     

    This
      Note
      shall be construed and enforced in accordance with, and governed by, the laws
      of
      the State of Nevada (USA).

     

    The
      time
      for performance of any obligation hereunder shall be strictly construed, time
      being of the essence.  Whenever any payment is to be made hereunder
      shall be stated to be due on a day which is not a Business Day, the payment
      shall be made on the next succeeding Business Day.  As used herein,
      the term “Business Day” means any day excluding Saturday, Sunday, and any day
      that is a legal holiday under the laws of Nevada.

     

    All
      notices required or desired to be given hereunder shall be given in writing
      and
      signed by the party so giving notice, and shall be effective when delivered
      to
      the party or upon certified receipt of courier or overnight carrier if sent
      by
      commercial overnight carrier and addressed as set forth



    
      
        
        

      

      
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    below.  A
      notice not given by overnight carrier in the manner described in the preceding
      sentence shall be deemed given if and when actually received by the party to
      whom it is given.

     

    
      	
              To
                Note Holder:

            	
              Note
                Holder Name

              Social
                Security Number (SSN):  xxx

              or
                Passport Number (non-US Citizens): xxx

              Address

              City,
                State Zip

            
	
              To
                the Company:

            	
              metaSwarm
                Corporation

              530
                S. Lake Ave., #186

              Pasadena,
                CA 91101

              USA

            


    

    


     

    If
      any
      provision of this Note, or the application hereof to any circumstance, is found
      to be unenforceable, invalid, or illegal, such provision shall be deemed to
      be
      deleted from this Note or not applicable to such circumstance, as the case
      may
      be, and the remainder of this Note shall not be affected or impaired
      thereby.

    


     

    
      	
              metaSwarm
                Corporation:

            	 	
              Note
                Holder:

            
	 	 	 
	
              Mr.
                Marvin Shannon

              Chairman
                and CEO

            	 	
              (name)

            
	 	 	 
	
              Date

            	 	
              Date

            


    

     

     

     

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