Gosun Communications Ltd Inc · SB-2 · On 2/11/2 · EX-4.1 · p. 41
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THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT  
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE 
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION       
STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY    
SATISFACTORY TO GOSUN COMMUNICATIONS LTD., INC., THAT SUCH REGISTRATION IS NOT  
REQUIRED.                                                                       

CONVERTIBLE NOTE

    FOR VALUE RECEIVED, GOSUN COMMUNICATIONS LTD., INC., a Texas
corporation (hereinafter called the "BORROWER"), hereby promises to pay to      
LAURUS MASTER FUND, LTD., c/o Onshore Corporate Services Ltd., P.O. Box 1234    
G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands, Fax: 
345-949-9877 (the "HOLDER") on order, without demand, the sum of Three Hundred  
Thousand Dollars ($300,000), with simple interest accruing at the annual rate of
8%, on December 21, 2003 (the "Maturity Date").                                 

The following terms shall apply to this Note:           

 ARTICLE I

DEFAULT RELATED PROVISIONS

        1.1 Payment Grace Period. The Borrower shall have a five (5) day
grace period to pay any monetary amounts due under this Note, after which grace 
period a default interest rate of twenty percent (20%) per annum shall apply to 
the amounts owed hereunder.                                                     

         1.2 Conversion Privileges. The Conversion Privileges set forth in
Article II shall remain in full force and effect immediately from the date      
hereof and until the Note is paid in full.                                      

    1.3 Interest Rate. Subject to the Holder's right to convert,
interest payable on this Note shall accrue at the annual rate of eight percent  
(8%) and be payable in arrears commencing December 31, 2001 and quarterly       
thereafter, and on the Maturity Date, accelerated or otherwise, when the        
principal and remaining accrued but unpaid interest shall be due and payable, or
sooner as described below.