POCKETFINDER LLC CONVERTIBLE NOTE

      
EXHIBIT
      4.2
 
POCKETFINDER
      LLC
 
$_______________
CONVERTIBLE
      NOTE
 
PocketFinder
      LLC , a limited liability company duly organized and existing under the laws
      of
      California (herein referred to as the “Company”), for value received, hereby
      promises to pay to _______________________________, the principal sum of
      $_____________________ on June 30, 2008, at the office or agency of the
      Company in Anaheim, California, in such coin or currency of the United States
      of
      America as at the time of payment is legal tender for the payment of public
      and
      private debts, and to pay interest on said principal sum at the rate of 8%
      per
      annum, at said office or agency, in like coin or currency.
 
At
      the
      option of the holder hereof, this Note or any portion hereof, plus any accrued
      and unpaid interest may be converted into:
 
•           shares
      of the common stock of any corporation which acquires the Company on the basis
      of one share for each $1.00 of principal or interest converted.  Any
      such conversion of this note into shares of the acquired corporation must take
      place within five days after the date the acquisition closes,
 
or
 
•           the
      Company’s Class A membership units on the basis of one Class A membership unit
      for each $50,000 of principal and/or interest converted, it being understood
      that if less than $50,000 of principal and/or interest is converted a
      proportional fraction of a Class A membership unit will be issued upon
      conversion.
 
This
      Note
      may be prepaid at any time, at the option of the Company, in whole or in part,
      from time to time and upon notice given not less than 30 days before the date
      fixed for prepayment and mailed to the holder at the address shown
      below.
 
Upon
      any
      default in the payment of principal or interest, or upon the failure to issue
      any securities to which the holder is entitled upon conversion, the holder
      of
      this Note will be entitled to all costs of collection, including reasonable
      attorney’s fees.
 
This
      Note
      shall be deemed to be a contract made under the laws of the State of California
      and for all purposes shall be construed in accordance with the laws of
      California.
 
Dated:  _______________
 
              POCKETFINDER
                LLC
               
              By 
                  
              President

Address
        of Holder:

1
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POCKETFINDER LLC CONVERTIBLE NOTE

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