Attached files

                                                                      Exhibit 99

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, TRANSFERRED,  PLEDGED,  HYPOTHECATED,  OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH  REGISTRATION  OR  EVIDENCE  SATISFACTORY  TO THE  COMPANY OF AN
APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.


$58,000                                                          January 5, 2015

                           CONVERTIBLE PROMISSORY NOTE

     FOR VALUE RECEIVED,  Amincor,  Inc., a Nevada  corporation (the "Company"),
promises to pay to the order of _______________,  or his assigns (the "Holder"),
the principal sum of Fifty-Eight  Thousand Dollars ($58,000),  together with all
accrued and unpaid interest thereon as set forth below.

     1. Principal and Interest. Interest on the unpaid principal balance of this
Note will accrue at the prime rate of Citibank, N.A. commencing on the date that
funds are advanced  hereunder,  and will be payable in a single  installment  at
maturity as set forth below,  unless the Note is converted into shares of common
stock,  in which  case the  Company's  obligation  to pay the  principal  of and
interest on the Note will be deemed to be satisfied.

     2. Maturity.  If not sooner  converted as provided below, the entire unpaid
balance of principal and all accrued and unpaid interest will be due and payable
on January 4, 2016 (the "Maturity Date").  This Note cannot be prepaid, in whole
or in part,  at any time  before it is due and  payable  unless  approved by the
Holder.

     3. Conversion.

          (a) The  principal  amount of this  Note,  whether or not this Note is
     then due, is convertible at any time prior to the Maturity Date at the sole
     option of the Holder into restricted  shares of the Company's common stock,
     $.001 par value (the "Common  Stock") at a conversion  price of $0.0225 per
     share subject to there then being sufficient authorized but unissued shares
     of common stock to convert the Note. At and after such conversion time, the
     rights  of the  Holder  as a note  holder  will  cease  and  the  Company's
     obligation  to pay the  principal of and the  interest on the  indebtedness
     evidenced by this Note will be deemed satisfied.

          (b)  Issuance of  Certificate.  As promptly as  practicable  after the
     conversion of this Note,  the Company at its expense will issue and deliver
     to the Holder, upon surrender of this Note to the Company, a certificate or
     certificates  for the number of full shares of Common Stock  issuable  upon
     such conversion.

          (c) No  Fractional  Shares.  Only whole shares of Common Stock will be
     issued; any fractional shares of such securities into which this Note would
     otherwise be convertible will be paid to the Holder in cash.

     4. Default.

          (a) Events of Default.  An "Event of Default"  will be deemed to occur
     upon the happening of any of the  following:  (i) the Company fails to make
     the payment of  principal or interest of the Note when the same becomes due
     and payable on the Maturity Date; or (ii) the Company violates any material
     provision of this Note and such  violation is not cured within  thirty (30)
     days of the Company's receipt of notice of such violation.

          (b) Rights on Default.  If an Event of Default  occurs the Holder may,
     through  written  notice to the  Company,  declare  the entire  outstanding
     principal amount of the Note, together with any accrued and unpaid interest
     thereon, if not already due, to be due and payable immediately.

     5. Waiver. The Company hereby waives demand, notice,  presentment,  protest
and notice of dishonor.

     6. Miscellaneous. The laws of Nevada will govern the validity of this Note,
the construction of its terms and the interpretation of the rights and duties of
the  parties  hereunder.  In the event of any  dispute  arising out of the terms
hereunder,  the parties agree to waiver of trial by jury and consent to venue of
any proceeding in connection with such dispute in the Supreme Court of the State
of New York New York County or the United States District Court for the Southern
District  of New  York.  Any of the  terms  of  this  Note  (including,  without
limitation,  the Maturity Date,  the interest rate and the conversion  features)
may be waived or modified only in writing, signed by the Company and the Holder.

     IN WITNESS  WHEREOF,  the Company has executed this Note as of the date set
forth above.

                                               Amincor, Inc.


                                               By:_____________________________