Exhibit 10.3
Form 10-KSB
Ventures-United, Inc.
SEC File No. 000-32921

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
BEEN REGISTERED  UNDER.  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER  ANY STATE  SECURITIES  LAW.  THE  SECURITIES  MAY BE  OFFERED,  SOLD,  OR
OTHERWISE  TRANSFERRED  UNLESS  THEY  ARE  REGISTERED  UNDER  THE  ACT  AND  ALL
APPLICABLE  STATE  SECURITIES  LAWS OR ARE  OFFERED,  SOLD,  OR  TRANSFERRED  IN
COMPLIANCE WITH AN EXEMPTION THEREFROM.

                                CONVERTIBLE NOTE

$________________                                   ___________________, 200__

     FOR  VALUE  RECEIVED,  VENTURES-UNITED,   INC.,  a  Utah  corporation  (the
"Issuer"), promises and agrees to pay to the order of __________________________
(the "Holder"), at ____________________________________,  or such other place as
the Holder may designate  from time to time by notice to the Issuer,  in coin or
currency  of the United  States of America  that at the time of payment is legal
tender  for the  payment of public  and  private  debts,  the  principal  sum of
________________________ and ___/100's Dollars ($___________).

     1. Maturity,  Interest Rate. All principal  shall be due and payable in any
event on the earlier of (i) the second  Anniversary of the effective date of the
Note,  or (ii) any Event of Default.  This Note shall bear interest at a rate of
6% per  annum.  Interest  on the Note shall be payable at the same time that the
principal is payable.

     2. Waiver of Demand.  Protest.  etc. The Issuer expressly waives demand and
presentment  for  payment,  notice of  nonpayment,  protest,  notice of protest,
notice of dishonor, notice of acceleration or intent to accelerate,  bringing of
suit and diligence in taking any action to collect  amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and
to be owing  hereon,  regardless  of and without any notice,  diligence,  act or
omission  as or  with  respect  to the  collection  of  any  amount  called  for
hereunder.

     3.  Prepayment.  This Note may be prepaid in whole (including all principal
and interest  accrued  through the date of  redemption) at any time upon 30 days
notice by the Issuer. Holder shall have the right to convert part or all of this
Note into shares of Common Stock pursuant to the  provisions  hereof during such
30-day notice period.

     4. Default.  On the occurrence of any one or more of the events hereinafter
enumerated  (an "Event of Default") the entire  unpaid  balance of the principal
and accrued interest shall become immediately due and payable:



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     (a) Default in the payment  when due of any  installment  of  principal  or
interest  on  this  Note,   whether  as  scheduled  herein,   at  maturity,   by
acceleration, or otherwise;

     (b) The Issuer  shall (i) file a  voluntary  petition  in  bankruptcy  or a
voluntary  petition  seeking  reorganization;  (ii) file an answer admitting the
jurisdiction  of the  court  and  any  material  allegations  of an  involuntary
petition filed pursuant to any act of Congress  relating to bankruptcy or to any
act  purporting  to be  amendatory  thereof;  (iii) make an  assignment  for the
benefit  of  creditors;  (iv) apply for or  consent  to the  appointment  of any
receiver  or  trustee  for the  Issuer;  or (v) make an  assignment  to an agent
authorized to liquidate any substantial part of the Issuer's business; or

     (c) An order shall be entered  pursuant to any act of Congress  relating to
bankruptcy  or  any  act  purporting  to  be  amendatory  thereof  approving  an
involuntary  petition seeking  reorganization of Issuer or an order of any court
shall be entered  appointing  any  receiver or trustee of or for Issuer or of or
for all or any substantial  portion of its property,  and such order approving a
petition  seeking  reorganization  or  appointing  a receiver  or trustee is not
vacated or stayed or any writ, warrant of attachment,  or similar process is not
released or bonded within sixty (60) days after its levy or entry.

     5. Conversion.

     (a) All or any part of the outstanding  principal and interest on this Note
shall be  convertible,  at the  option of the  Holder at any time after the date
hereof,  at the  office  of the  Issuer,  into  the  number  of  fully  paid and
nonassessable shares of Common Stock which results from dividing the "Conversion
Price" in effect at the time of conversion into the principal and interest so to
be converted.  The initial Conversion Price shall be $0.001 and shall be subject
to adjustment as set forth in subsection 5(c).

     (b) Before the Holder shall be entitled to convert this Note into shares of
Common Stock,  such Holder shall  surrender  this Note,  accompanied by a proper
assignment  thereof to the Issuer or in blank, at the office of the Issuer,  and
shall give written notice to the Issuer at its principal  corporate  office,  of
the election to convert the same (or a specified portion hereof) and shall state
therein the name or names in which the certificate or certificates for shares of
Common  Stock  are to be  issued.  The  Issuer  shall,  as soon  as  practicable
thereafter,  issue and deliver at such office to the Holder or to the nominee or
nominees of the Holder,  a certificate or certificates  for the number of shares
of Common  Stock to which the Holder  shall be entitled as  aforesaid,  together
with cash in respect of any  fraction of a share of Common Stock  issuable  upon
conversion,  plus any accrued and unpaid interest and, if applicable, a new Note
representing  the amount of principal not converted.  Such  conversion  shall be
deemed to have been made immediately  prior to the close of business on the date
of such surrender of the Note and the person or persons  entitled to receive the
shares of Common Stock  issuable upon such  conversion  shall be treated for all
purposes as the record  holder or holders of such  shares of Common  Stock as of
such date.

     (c) The Conversion  Price shall be subject to adjustment  from time to time
as set forth below.

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          (i) In the  event the  Issuer  should at any time or from time to time
     after the date of this  Note fix a record  date for the  effectuation  of a
     split or  subdivision  of the  outstanding  shares of  Common  Stock or the
     determination  of holders of Common Stock entitled to receive a dividend or
     other  distribution  payable in additional  shares of Common Stock or other
     securities or rights  convertible  into, or entitling the holder thereof to
     receive  directly  or  indirectly,   additional   shares  of  Common  Stock
     (hereinafter  referred to as "Common Stock Equivalents") without payment of
     any  consideration by such holder for the additional shares of Common Stock
     or the Common Stock Equivalents  (including the additional shares of Common
     Stock  issuable  upon  conversion  or exercise  thereof),  then, as of such
     record  date  (or  the  date  of  such  dividend  distribution,   split  or
     subdivision  if no record  date is fixed),  the  Conversion  Price shall be
     appropriately  decreased  so that the  number of  shares  of  Common  Stock
     issuable on  conversion  of this Note shall be increased in  proportion  to
     such increase in the aggregate number of shares of Common Stock outstanding
     and those issuable with respect to such Common Stock Equivalents.

          (ii) If the number of shares of Common Stock outstanding at time after
     the date of this Note is  decreased  by a  combination  of the  outstanding
     shares  of  Common  Stock,   then,   following  the  record  date  of  such
     combination,  the Conversion Price shall be appropriately increased so that
     the number of shares of Common Stock  issuable on  conversion  of this Note
     shall be decreased in proportion to such decrease in outstanding shares.

     (d) If at any time or from time to time there  shall be a  recapitalization
of the Common  Stock  (other than a  subdivision  or  combination  provided  for
elsewhere in this Section 5),  provision  shall be made so that the Holder shall
thereafter  be entitled to receive  upon  conversion  of this Note the number of
shares of stock or other  securities or property of the Issuer or otherwise,  to
which a holder of Common  Stock  deliverable  upon  conversion  would  have been
entitled  on such  recapitalization.  In any such case,  appropriate  adjustment
shall  be made in the  application  of the  provisions  of this  Section  5 with
respect to the rights of the Holder after the  recapitalization  to the end that
the provisions of this Section 5 (including  adjustment of the Conversion  Price
then in effect and the number of shares  issuable  upon  conversion of the Note)
shall  be  applicable  after  that  event  as  nearly  equivalently  as  may  be
practicable.

     (e) No fractional shares of Common Stock or scrip  representing  fractional
shares shall be issued upon the conversion of a Note.  Instead of any fractional
shares of Common Stock that would  otherwise be issuable  upon  conversion  of a
Note,  the Issuer shall pay to the Holder a cash  adjustment  in respect of such
fractional  shares in an amount  equal to the same  fraction  of the  Conversion
Price  then in effect.  The  determination  as to whether or not any  fractional
shares  are  issuable  shall be based upon the total  principal  amount of Notes
being converted at any one time by any holder thereof,  not upon each Note being
converted.

     (f) In the event of any taking by the Issuer of a record of the  holders of
any class of securities for the purpose of determining  the holders  thereof who
are  entitled to receive any  dividend  (other  than a cash  dividend)  or other
distribution,  any right to subscribe  for,  purchase or  otherwise  acquire any
shares of stock of any class or any other securities or property,  or to receive
any other  right,  the Issuer shall mail to the Holder at least twenty (20) days

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prior to the date specified  thereto,  a notice specifying the date on which any
such record is to be taken for the  purpose of such  dividend,  distribution  or
right, and the amount and character of such dividend, distribution or right.

     (g) The Issuer  shall at all times  reserve and keep  available  out of its
authorized  but  unissued  shares of Common  Stock,  solely  for the  purpose of
effecting  the  conversion of this Note such number of shares of Common Stock as
shall from time to time be  sufficient  to effect the  conversion  of all of the
outstanding  principal  amount  of this  Note and if at any time the  number  of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the  conversion  of this Note,  in addition  to such other  remedies as shall be
available to the Holder,  the Issuer will take such corporate action as shall be
necessary to increase  the number of  authorized  but unissued  shares of Common
Stock  to such  number  of  shares  as shall be  sufficient  for such  purposes,
including, without limitation,  engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to these provisions.

     (h) Any notice  required by the provisions of this Section 5 to be given to
the Holder shall be deemed given if deposited in the United States mail, postage
prepaid,  and addressed to the Holder of record at his address  appearing on the
books of the Issuer.

     6.  Governing  Law.  THE ISSUER AND THE HOLDER AGREE THAT THIS NOTE AND THE
LEGAL  RELATIONS  BETWEEN THE ISSUER AND HOLDER,  AND ALL RIGHTS AND OBLIGATIONS
HEREUNDER,  INCLUDING MATTERS OF CONSTRUCTION,  VALIDITY, AND PERFORMANCE, SHALL
BE GOVERNED BY AND INTERPRETED,  CONSTRUED,  APPLIED, AND ENFORCED IN ACCORDANCE
WITH  THE LAW OF THE  STATE  OF UTAH  WITHOUT  REFERENCE  TO THE LAW OF  ANOTHER
JURISDICTION.

     7. Attorney's Fees. If this Note is placed with an attorney for collection,
suit be  instituted  for  collection,  or any other  remedy  permitted by law is
pursued  by the Holder  hereof  because of any event of default in the terms and
conditions  herein,  then in such  event,  the Issuer  agrees to pay  reasonable
attorney's fees,  costs, and other expenses  incurred by the Holder hereof in so
doing and in enforcing or collecting any judgment rendered therein.

     MADE this ____ day of ________________ 200___.

                                    VENTURES-UNITED, INC.


                                    By:_________________________________________
                                    Title:______________________________________

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