EVERLERT, INC.
CONVERTIBLE PROMISSORY NOTE
Amount: $169,599.60 Date: 3/22/99
Everlert, Inc., a Nevada corporation ("Maker"), promises to pay
to the order of James T. Marsh ("Holder") located at 22112
Sabroso, Mission Viejo, California 92691 or such other place as
may be designated in writing by holder or its assigns , the
principal sum of $169,599.60, with interest thereon from this
date, until fully paid, at the rate of ten percent (10%) per
annum (Maker and Holder may be independently referred to
hereinafter as "Party" or collectively referred hereinafter as
the "Parties"). Such principal and interest shall be due and
payable at the designated address of Holder one (1) year from
the date of this Promissory Note (the "Note").
Terms and Conditions
1. Note is due and payable twelve (12) months from the date
unless converted to Common Stock in Everlert, Inc.
2. Interest often percent (10%) per year, paid in arrears.
Conversion Provisions
1. Holder may convert at any time during the term of the Note
for Everlert, Inc. Common Stock at $1.00 per Share.
2. Conversion may be made by Holder for Note amount due plus
accrued interest, or any part thereof.
3. All shares converted by Holder will be registered as free
trading on a best efforts basis at the time of the next
registration after the initial public offering.
4. Cash payments, plus interest win not be made to Holder prior
to twelve (12) months, even if the early conversion is exercised
by Maker.
This Note has been executed and delivered in the State of Nevada
and shall be governed and construed in accordance with the laws
of the State of Nevada.
EVERLERT, INC.: HOLDER:
By: /s/ James J. Weber /s/ James T. Marsh
James J. Weber, President
