ex41.htm


     

    Exhibit
      4.1


     

    
      CONVERTIBLE
        AND REDEEMABLE NOTE

      


      


      Amount:  US$xxxx                                                                                                           Dated:  (date)

      


      FOR
        VALUE RECEIVED, METASwarm Corporation, the undersigned ("the Company")
        promises, subject to the following terms and conditions, to pay the sum of
        xxx
        dollars ($xxx) or issue the relevant number of ordinary shares of the Company
        at
        US$0.01 each at par to NOTEHOLDER, at the address shown below, as
        follows:

      


      


      
        	
                1.

              	
                Conversion
                  Option

              


      

      


      1.1The
        Convertible and Redeemable Notes may, at the holder’s choice, be converted at
        the expiry of a period of  three (3) months from the date of this Note
        (the "Maturity Date") into such number of ordinary shares of the Company
        at a
        par value of US$0.01 each (the "Shares") as determined by dividing the principal
        amount of the Note to be converted by the conversion price of US$xxx per
        share,
        provided that the number of Shares to be issued on such conversion shall
        not
        exceed a maximum of xxx% of the Company’s the then outstanding and issued
        Shares.

      


      The
        new
        Shares to be issued upon such conversion shall rank pari passu in all respects
        with all other the then existing outstanding and issued Shares.

      


      Or

      


      1.2.Shall
        the
        Convertible and Redeemable Note holder(s) choose not to convert the Notes
        on the
        Maturity Date , the Convertible and Redeemable Notes may, at the holder’s
        choice, be converted at the time of the Company's Ordinary/Preferred
        Shares  Series A offering, which is planned to be carried out in year
        2005, into such number of Shares as determined by dividing the principal
        amount
        of the Note to be converted at a 1:1.20 equivalent dollar ratio, in relation
        to
        the value set for the Shares in the Series A closing, provided that the number
        of Shares to be issued on such conversion shall not exceed a maximum of xxx%
        of
        the Company's the then outstanding and issued Shares.

      


      The
        new
        Shares to be issued upon such conversion shall rank pari passu in all respects
        with all other the then existing outstanding and issued Shares,

      


      Dilution
        restrictions will apply, and all shareholders will participate proportionally
        in
        any stock splits, recapitalizations or distributions as determined by the
        shareholders.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                Redemption
                  Option

              


      

      


      2.1Should
        the Note Holder elect not to convert the Convertible and Redeemable Note
        into
        Ordinary/Preferred Shares Offering Option at the Maturity Date, upon the
        Note
        Holder’s written request, the Company shall repay all indebtedness to the Note
        Holder and redeem the said Note.  The redemption shall occur within 90
        days of receipt, by the Company,  of
        a written notification of Note Holder's election.

       

      At
        redemption, the Company shall pay to the Note Holder an amount equal to the
        full
        face value of the Note plus all Interests calculated at a per annum rate
        of
        10.00% from date of the Value received to the date of payment.

      


      2,2Should
        the Note Holder elect not to convert the Convertible and Redeemable Note
        into
        Shares at the Maturity Date nor convert the Note into Ordinary/Preferred
        Shares
        Series A Offering at such closing, the Company shall redeem the said
        Note.  Redemption will occur on a day directed by the Company within 3
        years of receipt, by the Company, of a written notification of Note Holder's
        election.

      


      At
        redemption, the Company shall pay to the Note Holder an amount equal to the
        full
        face value of the Note plus all interest calculated at a per annum rate of
        10.00% from the date of the Value received to the date of payment.

      


      2.3All
        Notes
        which are converted in accordance with this Clause 2 shall forthwith be
        cancelled.

      


      


      
        	
                3.

              	
                Others

              


      

      


      Unless
        expressly indicated to the contrary herein, all payments received on account
        of
        this Note shall be applied first to accrued interest, and then to the unpaid
        principal balance hereof.

      


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

      


      The
        Company hereby acknowledges and covenants that the benefit of the covenants,
        obligations and conditions on the part of or binding upon it contained in
        this
        Note shall endure to the Note Holder.

      


      The
        Note
        Holder shall have a right to request the Company to issue such Shares converted
        under Clause 1 to any nominee as directed by the Note Holder. Save as expressly
        provided otherwise, the Note Holder shall be entitled to enforce any covenants,
        obligations and conditions, against the Company insofar as the Note Holders
        Note
        is concerned, without the need to join the allottee of any such Note or any
        intervening or other Note Holder in the proceedings for such
        enforcement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      All
        payments of interest and principal shall be made in US$ (or other currency
        as
        agreed by the parties) in cleared funds on the due date for payment to a
        bank
        account specified by the relevant party.

      


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

      


      The
        Company and any grantors or endorsers hereof hereby waive diligence,
        presentment, protest and demand, and notice of protest, notice of demand,
        notice
        of dishonor and notice of nonpayment of this Note, and specifically consent
        to
        and waive notice of any renewals or extensions of this Note.  The
        Company expressly waives the pleading of any statute of limitations or laches
        as
        a defense to any demand hereunder against the Company.

      


      Notwithstanding
        anything in this Note to the contrary, the obligations of the Company under
        this
        Note shall be absolute and the Company expressly and unconditionally waives
        any
        and all rights to offset, deduct or withhold any payments or charges due
        under
        this Note for any reason whatsoever.

      


      If
        the
        Company shall fail to pay when due any sums payable hereunder and such failure
        shall remain unremedied for a period of ten business days after notice thereof
        shall have been given to the Company by the Note Holder, then the Note Holder
        may, at its sole option, declare all sums owing under this Note immediately
        due
        and payable.

      


      The
        acceptance by any Note Holder of this Note of any payment that is less than
        the
        total of all amounts due and payable at the time of such payment shall not
        constitute a waiver of such holders rights or remedies at the time or at
        any
        subsequent time, without the express written consent of such holder, except
        as
        and to the extent otherwise provided by law.

      


      If
        this
        Note or any part of the indebtedness represented hereby shall not be paid
        as
        aforesaid, then the holder may place this Note or any part of the indebtedness
        represented hereby in the hands of any attorney for collection, and the Company
        agrees to pay, in addition to all other amounts due hereunder, all reasonable
        costs of collection, including, without limitation, attorneys’ fees, whether or
        not suit is brought.

      


      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
        Hong Kong Special Administrative Region of the People's Republic of
        China.

      


      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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      to
        be due
        on a day which is not a business Day, the payment shall be made on the next
        succeeding Business Day and such extension of time shall be included in the
        computation of payment of interest hereunder.  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 Hong Kong.

      


      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 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:   	(name)
                  (name please as in the passport)
	 	SSN/Passport
                  No.    xxx
	 	(address)
	 	(city,
                  state zip)
	 	(country)


        

         

      

       

      
        
          	 To
                  the Company: 	METASwarm
                  Corporation
	 	Unit
                  C, 11th
                  Floor,
	 	Gaylord
                  Commercial Building,
	 	114-118
                  Lockhart Road,
	 	Wanchai,
                  Hong Kong.


        

         

      

       

      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                         (Name)  

      Chaairman
        and CEO

       

       

       

      ________________              
_________________

      Date                          Date

       

       

       

       

       

       

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