ex45.htm


    Exhibit
      4.5


    Convertible
      And Redeemable Note

     

     

    
      	Amount:  US$xxx 	Dated:  August
              03, 2007
	Shares:        xxx	 
	Warrants:      xxx	Lender:
              (name)


    

     

    


    THIS
      PROMISSORY NOTE is entered into on
      this 3rd day of August
      2007 (this "Agreement"), by and among MetaSwarm, Inc., a Florida corporation
      ("Borrower"), and (name), ("Lender").

    


    WHEREAS,
      on or about the 3rd day of
      August, 2007, Borrower executed this Promissory Note payable to Lender in the
      original principal amount of xxx dollars ($xxx.00) (hereinafter the "Promissory
      Note"); and

    


    WHEREAS,
      In connection with execution
      of the Promissory Note, Borrower agrees to provide for Conversion of the
      Promissory Note into Common Shares of Stock of Borrower; or full repayment
      of
      the loan principal.

    


    AGREEMENT

    


    NOW,
      THEREFORE, for and in
      consideration of the mutual covenants and agreements set forth in this
      Agreement, and for other good and valuable consideration, the receipt, and
      adequacy of which are hereby acknowledged by all parties hereto, Borrower and
      Lender agree to the Promissory Note provisions as set forth herein
      below.

    


    Acknowledgment
      of obligations under
      Promissory Note. Borrower hereby acknowledges and agrees that Lender funded
      to
      Borrower the Principal Amount as defined herein, that Borrower actually received
      the Principal Amount from Lender and that Borrower has not repaid any portion
      of
      the Principal Amount nor any installment of interest due thereon to Lender.
      Borrower further acknowledges and agrees that the Promissory Note, inclusive
      of
      the Principal Amount and all interest accrued thereon from the date of the
      execution thereof through the date hereof remains unpaid, constitutes a valid
      and existing debt obligation of Borrower, that Borrower has no defenses to
      its
      obligation to pay the Principal Amount and all interest accrued thereon from
      the
      date of the execution thereof through the date hereof and that Borrower has
      no
      right to any offsets or other deductions therefrom.

     

    FOR
      VALUE RECEIVED, MetaSwarm, Inc., the Borrower, subject to the terms and
      conditions herein, to repay the value of xxx dollars ($xxx); as set forth by
      the
      terms of either Conversion Option (1)  or Redemption Option
      (2):

    


    
      	
              1.

            	
              Conversion
                Option

            


    

    


    1.
      1 The
      Promissory Note will 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
      common shares of the Borrower (the "Shares") as determined by dividing the
      principal amount of the Note to be converted by the conversion price of US$0.20
      per share; with an additional warrant to purchase 1⁄2 common share per each
      converted share at a price of US$0.30 per share with warrant rights expiring
      5
      years from date of execution of the Promissory Note. The debt evidence by the
      Promissory Note shall then be considered paid in full with no further
      recourse.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


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

    


    
      	
              2.

            	
              Redemption
                Option

            


    

    


    2.1
      Should the Lender elect not to convert the Promissory Note into Common Shares
      Option at the Maturity Date, upon the Lender’s written request, the Borrower
      shall repay all indebtedness to the Lender and redeem the said Promissory
      Note.  The redemption shall occur within 90 days of receipt, by the
      Borrower, of a written notification of Lender’s election.

    


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

    


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

    
 

    
      	
              3.

            	
              Additional
                Terms

            


    

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

    


    The
      Borrower 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 Lender.

    


    The
      Lender shall have a right to request the Borrower to issue such Shares converted
      under Clause 1 to any nominee as directed by the Lender.

    


    All
      funds
      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.

    


    Notwithstanding
      anything in this Note to the contrary, the obligations of the Borrower under
      this Note shall be absolute and the Borrower 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
      Borrower 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 Borrower by the Lender, then the Lender 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.

    


    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 Florida (USA).

    


    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.

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    



    
      	
            	
              To
                Lender:

            	
              (name)

            


      	 	 	(address)


      	 	 	(city,
              state zip)


      	 	 	SSN:                      xxx


    

     

    
      	
            	
              To
                the Company:

            	
              MetaSwarm,
                Inc.

            


      	 	 	530
              S. Lake Ave., #186


      	 	 	Pasadena,
              CA 91101


    

    


    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,
                Inc.:

            	 	
              Lender:

            
	 	 	 
	
              Marvin
                Shannon

              Chairman
                and CEO

            	 	
              (name)

            
	 	 	 
	
              Date

            	 	
              Date

            


    

     

     

     

     

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