EXHIBIT 10.20
IRREVOCABLE NOTICE OF CONVERSION
THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS PROMISSORY NOTE,
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") OR APPLICABLE STATE LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE ACT OR
UNLESS THE COMPANY'S SECURITIES COUNSEL IS SATISFIED THAT THE SECURITIES MAY BE
TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT.
The undersigned, an authorized representative of Thomson Kernaghan &
Co., Ltd., with offices at 365 Bay Street, 10th Floor, Toronto, Ontario M5H 2V2,
Canada ("TK"), hereby irrevocably elects to convert all outstanding principal
and interest pursuant to the Promissory Note by Power Kiosks, Inc., a Florida
corporation with principal offices at 181 Whitehall Drive, Markham, Ontario,
Canada, L3R 9T1 ("PK") in favor of TK dated June 5, 2000 in the principal amount
of $250,000USD (the "Promissory Note") to 250,000 shares of the restricted
Common Stock of PK.
INSTRUCTIONS FOR ISSUANCE OF STOCK
Name: Thomson Kernaghan & Co., Ltd.
Address: 365 Bay Street, 10th Floor, Toronto, Ontario M5H 2V2, Canada
The undersigned represents and warrants to PK that he is an
authorized representative of TK and that he, as an agent of TK, irrevocable
elects to convert all outstanding principal and interest pursuant to the
Promissory Note to 250,000 shares of the restricted Common Stock of PK.
THOMSON KERNAGHAN & CO., LTD.
By:(Signature) /s/ M. McKinnon
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Print Name: M. McKinnon
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THE ORIGINAL PROMISSORY NOTE MUST ACCOMPANY THIS NOTICE OF
CONVERSION.
