NEITHER THIS PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE
WITH RULE 144 UNDER THE ACT.

                               10% PROMISSORY NOTE

US$________
                                                             _____________, 20__
                                                              Encino, California

      PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC., a Nevada corporation (the
"Company"), for value received, hereby promises to pay to _________________ (the
"Holder"), the principal amount of ___________ Dollars (US$_______) (the
"Principal Amount"), together with interest on the unpaid amount thereof in
accordance with the terms hereof, from the date hereof until paid or converted
in accordance with the terms hereof.

      1. Promissory Note (the "Note")

            1.1 Interest Rate. Subject to the provisions of Subsection 2.1
hereof, the rate of interest hereunder (the "Interest Rate") shall be ten
percent (10%) per annum, which shall be computed on the basis of a three hundred
sixty-five (365) day year for the actual number of days elapsed and shall be
payable in arrears and in cash.

            1.2 Payments. The Principal Amount plus all accrued but unpaid
interest thereon shall be due and payable upon the first to occur of the
following events (the "Due Date"): (i) Twenty-six (26) calendar days from the
issue date of this Note; or (ii) December 12, 2005. Payment and any prepayment
under Section 1.3 below shall be made at the offices or residence of the Holder,
or at such other place as the Holder shall have designated to the Company in
writing, in lawful money of the United States of America.

            1.3 Prepayment. Prepayment may be made by the Company of the entire
amount of the Principal Amount and all accrued but unpaid interest without
penalty at any time.


                                       1
<PAGE>

      2. Shares and Warrants

            2.1 Issuance of Shares: The Company will issue seven thousand
(7,000) shares of unregistered Company common stock, US$.001 par value (the
"Shares") to Holder for each ten thousand dollars (US$10,000) of Notes purchased
and in exchange for one hundred dollars (US$100) of the interest expense set
forth in Subsection 1.1 hereof being converted to purchase the Shares. As
promptly as practicable, the Company at its expense will issue and deliver to
the Holder of this Note a certificate or certificates evidencing the number of
full shares of Common Stock issuable to Holder in accordance with the terms and
conditions of this Note. No fractional shares shall be issued. In lieu of any
fractional share to which such Holder would otherwise be entitled, such
fractional share shall be rounded to the nearest whole share

            2.2 Issuance of Warrants. The Company will issue all of the
following to investors for each $10,000 of Notes purchased: (i) warrants to
purchase 3,500 additional Shares at $1.00 per Share for every $10,000 of Notes
subscribed; and (ii) warrants to purchase 3,500 additional Shares at $1.25 per
Share for every $10,000 of Notes subscribed. The term of the warrants will be 3
years from the date of issue.

            2.3 Registration Rights. The Company will file a registration
statement within 9 months of issuance of the Note and include all the underlying
shares of common stock issued for the Note in accordance with Section 2.1
hereinabove and any exercise of the warrants referenced in Section 2.2
hereinabove. The Holder will have piggy-back registration rights if the Company
files registration for any other Shares before this 9 month period. Piggy-back
registration will be with the acceptance of the underwriters as selected by the
Company.

      3. Personal Guarantee. The prompt payment of the Principal Amount,
including any and all interest due thereon, is personally guaranteed as set
forth in Attachment "A" to this Note.

      4. Events of Default. The Holder may declare the entire amount of the
Principal Amount of this Note and all accrued but unpaid interest thereon
immediately due and payable, effective upon written notice to the Company as
described above, if any of the following events shall occur (each, an "Event of
Default"):

            4.1 Payment of Note. Default in the payment of this Note when due.

            4.2 Bankruptcy, Insolvency, Etc. Commenced by the Company. If the
Company:

                  4.2.1 shall commence any proceeding or any other action
relating to it in bankruptcy or seek reorganization, arrangement, readjustment
of its debts, dissolution, liquidation, winding-up, composition or any other
relief under the United States Bankruptcy Act, as amended, or under any other
insolvency, reorganization, liquidation, dissolution, arrangement, composition,
readjustment of debt or any other similar act or law, of any jurisdiction,
domestic or foreign, now or hereafter existing;


                                       2
<PAGE>

                  4.2.2 shall admit its inability to pay its debts as they
mature in any petition or pleading in connection with any such proceeding;

                  4.2.3 shall apply for, or consent to or acquiesce in, an
appointment of a receiver, conservator, trustee or similar officer for it or for
all or substantially all of its assets and properties;

                  4.2.4 shall make a general assignment for the benefit of
creditors; or

                  4.2.5 shall admit in writing its inability to pay its debts as
they mature.

            4.3 Bankruptcy, Insolvency, Etc. Commenced Against the Company. If
any proceedings are commenced or any other action is taken against the Company
in bankruptcy or seeking reorganization, arrangement, readjustment of its debts,
dissolution, liquidation, winding-up, composition or any other relief under the
United States Bankruptcy Act, as amended, or under any other insolvency,
reorganization, liquidation, dissolution, arrangement, composition, readjustment
of debt or any other similar act or law, of any jurisdiction, domestic or
foreign, now or hereafter existing; or a receiver, conservator, trustee or
similar officer for the Company or for all or substantially all of its assets
and properties is appointed; and in each such case, such event continues for
ninety (90) days undismissed, unbonded and undischarged.

            4.4 Material Breach. Any material breach of any representation,
warranty, covenant or obligation of the Company under this Note that is not
cured within thirty (30) days after receipt by the Company of written notice
from the Holder.

      5. Miscellaneous.

            5.1 Transfer of Note. This Note shall not be transferable or
assignable in any manner and no interest shall be pledged or otherwise
encumbered by the Holder without the express written consent of the Company, and
any such attempted disposition of this Note or any portion hereof shall be void
ab initio and of no force or effect.

            5.2 Titles and Subtitles. The titles and subtitles used in this Note
are for convenience only and are not to be considered in construing or
interpreting this Note.

            5.3 Notices. Any notice, demand, or other communication which any
party hereto may elect or be required to give hereunder shall be given by fax or
overnight courier, and shall be deemed to have been received, in the case of a
fax, on the date such fax was sent if confirmation of transmission is received
by the sender, and in the case of overnight courier, on the next business day.
All notices shall be sent to the parties at the addresses provided on the
signature page set forth below.


                                       3
<PAGE>

            5.4 Attorney's Fees. If any action at law or in equity is necessary
to enforce or interpret the terms of this Note, the prevailing party shall be
entitled to reasonable attorney's fees, costs and disbursements in addition to
any other relief to which such party may be entitled.

            5.5 Amendments and Waivers. Any amendment or waiver of the terms,
conditions, right and obligations set forth herein shall be binding only with
the written consent of the Company and the Holder.

            5.6 Severability. If one or more provisions of this Note are held to
be unenforceable under applicable law, such provision shall be excluded from
this Note and the balance of the Note shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms.

            5.7 Governing Law. This Note shall be governed by and construed and
enforced in accordance with the laws of the State of California, without give
effect to its conflicts of laws principles.

            5.8 Counterparts. This Note may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                            [SIGNATURE PAGES FOLLOW]


                                       4
<PAGE>

Dated: _________, 20__

                                       PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC.
                                       a Nevada corporation

                                       By:
                                           -------------------------------
                                       Name: Ari L. Markow
                                       Title: President

                                       Address For Notices:
                                       15760 Ventura Blvd.
                                       Suite 1020
                                       Encino, California 91436
                                       Attention: Ari L. Markow, President
                                       Fax Number: 818-206-0053


Acknowledged and Agreed:


-----------------------

By:
   ---------------------------------
Name:
      ------------------------------
Title:
       -----------------------------
Date:
      ------------------------------

Address for Notices:

-----------------------

-----------------------

-----------------------
Attention:
           ------------
Fax Number:
            -----------


                                       5
<PAGE>

                             ATTACHMENT "A" TO NOTE

                      PERSONAL GUARANTEE OF PAYMENT OF NOTE

The undersigned personally guarantees prompt payment of the Principal Amount,
including any and all interest due thereon, set forth in the attached 10%
Promissory Note (the "Note") issued by Pride Business Development Holdings,
Inc., a Nevada corporation (the "Company"), when due in accordance with its
terms. Said personal guarantee of the Note is backed by the personal funds of
the undersigned. If immediately available funds are not received by the Holder
of the Note by the Due Date set forth in the Note, then the undersigned will
personally pay to the Holder, within two days following the Due Date set forth
in the Note, the Principal Amount of the Note, including any and all interest
due thereon.

By:
   ---------------------------------

-----------------------

-----------------------

-----------------------
Telephone:
           ------------
Facsimile:
           ------------


                                       6