PROMISSORY NOTE
	 

	 
		

	 

	 
		

	 

	 
		$______.00
	 

	 
		As of April 30, 2007
	 

	 
		Stamford, Connecticut
	 

	 
		

	 

	 
		Highlands Acquisition Corp. (“Maker”) promises to pay to the
		order of ________ (“Payee”) the principal sum of __________ Dollars
		and No Cents ($_________.00) in lawful money of the United States of America,
		on the terms and conditions described below.
	 

	 
		1.
	 

	 
		Principal.  The principal balance of this Note shall be
		repayable on the earlier of (i) April 30, 2008 or (ii) the date on which Maker
		consummates an initial public offering of its securities.
	 

	 
		2.
	 

	 
		Interest.  No interest shall accrue on the unpaid principal
		balance of this Note.
	 

	 
		3.
	 

	 
		Application of Payments.  All payments shall be applied first
		to payment in full of any costs incurred in the collection of any sum due under
		this Note, including (without limitation) reasonable attorneys’ fees, then
		to the payment in full of any late charges and finally to the reduction of the
		unpaid principal balance of this Note.
	 

	 
		4.
	 

	 
		Events of Default.  The following shall constitute Events of
		Default:
	 

	 
		(a)
	 

	 
		Failure to Make Required Payments.  Failure by Maker to pay
		the principal of this Note within five (5) business days following the date
		when due.
	 

	 
		(b)
	 

	 
		Voluntary Bankruptcy, Etc.  The commencement by Maker of a
		voluntary case under the Federal Bankruptcy Code, as now constituted or
		hereafter amended, or any other applicable federal or state bankruptcy,
		insolvency, reorganization, rehabilitation or other similar law, or the consent
		by it to the appointment of or taking possession by a receiver, liquidator,
		assignee, trustee, custodian, sequestrator (or other similar official) of Maker
		or for any substantial part of its property, or the making by it of any
		assignment for the benefit of creditors, or the failure of Maker generally to
		pay its debts as such debts become due, or the taking of corporate action by
		Maker in furtherance of any of the foregoing.
	 

	 
		(c)
	 

	 
		Involuntary Bankruptcy, Etc.  The entry of a decree or order
		for relief by a court having jurisdiction in the premises in respect of maker
		in an involuntary case under the Federal Bankruptcy Code, as now or hereafter
		constituted, or any other applicable federal or state bankruptcy, insolvency or
		other similar law, or appointing a receiver, liquidator, assignee, custodian,
		trustee, sequestrator (or similar official) of Maker or for any substantial
		part of its property, or ordering the winding-up or liquidation of its affairs,
		and the continuance of any such decree or order unstayed and in effect for a
		period of 60 consecutive days.
	 

	 
		5.
	 

	 
		Remedies.
	 

	 
		(a)
	 

	 
		Upon the occurrence of an Event of Default specified in Section 4(a),
		Payee may, by written notice to Maker, declare this Note to be due and payable,
		whereupon the
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		principal amount of this Note, and all other amounts payable thereunder,
		shall become immediately due and payable without presentment, demand, protest
		or other notice of any kind, all of which are hereby expressly waived, anything
		contained herein or in the documents evidencing the same to the contrary
		notwithstanding.
	 

	 
		(b)
	 

	 
		Upon the occurrence of an Event of Default specified in Sections 4(b) and
		4(c), the unpaid principal balance of, and all other sums payable with regard
		to, this Note shall automatically and immediately become due and payable, in
		all cases without any action on the part of Payee.
	 

	 
		6.
	 

	 
		Waivers.  Maker and all endorsers and guarantors of, and
		sureties for, this Note waive presentment for payment, demand, notice of
		dishonor, protest, and notice of protest with regard to the Note, all errors,
		defects and imperfections in any proceedings instituted by Payee under the
		terms of this Note, and all benefits that might accrue to Maker by virtue of
		any present or future laws exempting any property, real or personal, or any
		part of the proceeds arising from any sale of any such property, from
		attachment, levy or sale under execution, or providing for any stay of
		execution, exemption from civil process, or extension of time for payment; and
		Maker agrees that any real estate that may be levied upon pursuant to a
		judgment obtained by virtue hereof, on any writ of execution issued hereon, may
		be sold upon any such writ in whole or in part in any order desired by Payee.
	 

	 
		7.
	 

	 
		Unconditional Liability.  Maker hereby waives all notices in
		connection with the delivery, acceptance, performance, default, or enforcement
		of the payment of this Note, and agrees that its liability shall be
		unconditional, without regard to the liability of any other party, and shall
		not be affected in any manner by any indulgence, extension of time, renewal,
		waiver or modification granted or consented to by Payee, and consents to any
		and all extensions of time, renewals, waivers, or modifications that may be
		granted by Payee with respect to the payment or other provisions of this Note,
		and agree that additional makers, endorsers, guarantors, or sureties may become
		parties hereto without notice to them or affecting their liability hereunder.
	 

	 
		8.
	 

	 
		Notices.  Any notice called for hereunder shall be deemed
		properly given if (i) sent by certified mail, return receipt requested, (ii)
		personally delivered, (iii) dispatched by any form of private or governmental
		express mail or delivery service providing receipted delivery, (iv) sent by
		telefacsimile or (v) sent by e-mail, to the following addresses or to such
		other address as either party may designate by notice in accordance with this
		Section:
	 

	 
		

	 

	 
		If to Maker:
	 

	 
		

	 

	 
		Highlands Acquisition Corp.
	 

	 
		One Paragon Drive, Suite 125
	 

	 
		Montvale, New Jersey 07645
	 

	 
		Attn.:  
	 

	 
		

	 

	 
		If to Payee:
	 

	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		

	 

	 
		2
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		Notice shall be deemed given on the earlier of (i) actual receipt by the
		receiving party, (ii) the date shown on a telefacsimile transmission
		confirmation, (iii) the date on which an e-mail transmission was received by
		the receiving party’s on-line access provider (iv) the date reflected on a
		signed delivery receipt, or (vi) two (2) Business Days following tender of
		delivery or dispatch by express mail or delivery service.
	 

	 
		9.
	 

	 
		Construction.  This Note shall be construed and enforced in
		accordance with the domestic, internal law, but not the law of conflict of
		laws, of the State of Connecticut.
	 

	 
		10.
	 

	 
		Severability.  Any provision contained in this Note which is
		prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
		be ineffective to the extent of such prohibition or unenforceability without
		invalidating the remaining provisions hereof, and any such prohibition or
		unenforceability in any jurisdiction shall not invalidate or render
		unenforceable such provision in any other jurisdiction.
	 

	 
		IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
		caused this Note to be duly executed by its _________ the day and year first
		above written.
	 

	 
		

	 

	 
		

	 

	 			
	
			 
				 
			 

		  	
			 
				HIGHLANDS ACQUISITION CORP
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				Name:  
			 

			 
				Title:
			 

		  


	 
		

	 

	 
		
 

	 

	 
		

	 

	 
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