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                               CONVERTIBLE NOTE
                                        
$___________                                                  Irvine, California

     FOR VALUE RECEIVED, on or before May 31, 1999, the undersigned, Grip
Technologies, Inc., a California corporation ("Borrower"), promises to pay to
the order of___________ or its successors or assigns ("Holder"), at
______________the principal sum of  __________dollars ($_____) together with
simple interest at the rate of eight percent (8%) per annum payable semi-
annually.  The entire principal and any upaid interest thereon shall be due and
payable on May 31, 1999.   Borrower may prepay any or all amounts due under this
Note at any time without penalty:  provided, however, Borrower, as a condition
to repayment of some or all of the balance hereof, shall deliver written notice
of its intention to prepay at least 30 calendar days prior to the date of such
prepayment ("Prepayment Date") and cooperate with Holder in Holder's exercise of
Holder's convertibility rights, as set forth below, if Holder elects to exercise
such rights.  Said payments shall first be applied to accrued interest and then
to principal.  All payments shall be made in lawful money of the United States.

     This Note is executed pursuant to a Subscription Agreement dated May 30,
1997, executed by Borrower and Holder.

     The principal and accrued interest on this Note are convertible, at the
option and in the discretion of the Holder, wholly or in part for shares of
Borrower's common stock at a conversion price of $ 1.00 per share until May 31,
1999 ("Expiration Date"). To exercise Holder's conversion rights, Holder shall
deliver written notice to Borrower no later than 10:00 a.m. Pacific time on the
Expiration or the Prepayment Date, whichever is earlier, indicating the amount
of principal and accrued interest to be converted to shares of common stock.
Such shares shall be "restricted securities", as defined in Rule 144 under the
Securities Act of 1933, and shall bear a legend indicating their restricted
nature. However, Holder shall have "piggyback" registration rights with respect
to said shares in any registration statement filed by Holder on or prior to May
31, 1999, unless such registration statement is not suitable for the sale of
such shares, for example, and not by limitation, the registration of
transactions in connection with Borrower's benefit plans. Borrower shall give
Holder written notice of the opportunity to exercise such registration rights at
least ten (10) days prior to the effective date of such registration statement.

     Notwithstanding any other provisions of this note, if at the time of
conversion, Borrower is obligated to withhold any amount of the interest to be
converted for either federal or state income tax purposes, then, at Borrower's
option, Borrower may either (i)  require Holder to pay the entire amount of such
withholding as a condition to the exercise by Holder of its conversion right, or
(ii) require that Holder not convert that portion of the interest which is
required to be withheld.

     The undersigned and each endorser, surety, and guarantor, if any, to the
extend permitted by law, hereby jointly and severally waive presentment for
payment, demand, notice of nonpayment, notice of dishonor, protest of any
dishonor, notice of protest, and protest of this Note and all other notices in
connection with the delivery, assignment, acceptance, performance, default, or
any manner be affected by any indulgence, extension of time, renewal, waiver, or
modification granted endorsers may become parties hereto without affecting the
liability of any of them hereunder.
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     The Holder hereof shall not, by any act of omission or commission, be
deemed to waive any of the Holder's rights, remedies, or powers hereunder or
otherwise unless such waiver is in writing and signed by the Holder hereof, and
then only to the extent specifically set forth therein.  A waiver of one event
of default shall not be construed as continuing or as a bar to or waiver of such
right, remedy, or power on a subsequent event of default.

     If the Borrower fails to pay the full amount of unpaid principal and
interest when due and payable, Borrower shall pay default interest at the rate
of ten percent (10%) plus all expenses of collection with or without suit,
including reasonable attorney's fees as may be permitted by law.  The Holder may
pursue any remedies singly, successively, or together against the undersigned,
such remedies being cumulative and concurrent.

     The validity and interpretation of this Note shall be governed by the laws
of the State of California.

     Executed this 10th day of June, 1997.

                                               GRIP TECHNOLOGIES, INC.



                                               By: /s/ Sam  G. Lindsay
                                                  ------------------------------
                                                  Sam G. Lindsay, President