THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE
ISSUER.

    


    B6 SIGMA,
INC.

    12% CONVERTIBLE
NOTE

     

    $100,000                                                                            
Santa Fe, New Mexico

    Dated as
of:  March __, 2010

     

    In consideration of the receipt of
$100,000, the undersigned, B6 Sigma, Inc., a Delaware corporation (“Issuer”), hereby promises to
pay to ________________ (“Purchaser”), on June 15, 2015
(the “Maturity Date”),
the principal amount of ONE HUNDRED THOUSAND ($100,000) Dollars, unless this
Note is earlier converted into Conversion Shares (as defined in Section 3.1
below) in accordance with Section 1.2 and Section 3, and interest shall accrue
hereon from the date hereof and be payable as provided herein, unless earlier
converted in accordance with Section 3 hereof.

    


    This Note is unsecured and is subject
to conversion into shares of common stock in the Issuer’s March 2010 Private
Offering (The “Private
Offering”) on or before the closing of the Reorganization (as such term
is defined in the Issuer’s March 2010 Private Offering Memorandum [the “Memorandum”]) as set forth in
Section 3 hereof.  This Note, and all representations, warranties,
covenants and agreements contained in herein, shall be binding upon Issuer and
its successors and assigns.

     

    1.           Terms of the
Note.

     

    1.1           Interest; Interest Rate;
Payment.

     

    (a)           This
Note shall bear interest at the rate of twelve (12%) percent (the “Interest Rate”) per annum
based on a 360-day year.  Interest shall be payable monthly in arrears
on the 15th day of
each month commencing April 15, 2010 (each, an “Interest Payment
Date”).

     

    (b)           All
monetary payments to be made by Issuer hereunder shall be made in lawful money
of the United States by check or wire transfer of immediately available
funds.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
    

    1.2           Payment Rights Upon Merger,
Consolidation, Etc.  If, at any time, prior to the Maturity
Date, Issuer proposes to consolidate with, or merge into, another corporation or
entity, or to effect any sale or conveyance to another corporation or other
entity of all or substantially all of the assets of Issuer, or effect any other
corporate reorganization, in which the stockholders of Issuer immediately prior
to such consolidation, merger, reorganization or sale would own capital stock of
the entity surviving such merger, consolidation, reorganization or sale
representing less than fifty (50%) percent of the combined voting power of the
outstanding securities of such successor or combined entity immediately after
such consolidation, merger, reorganization or sale (a “Liquidation Event”), then
Issuer shall provide Purchaser with at least ten (10) days’ prior written notice
of any such proposed action, and Purchaser will, at its option, have the right
to demand conversion or immediate payment of all amounts due and owing under
this Note.  Purchaser will give Issuer written notice of such demand
within five (5) days after receiving notice of the Liquidation
Event.  All amounts (including all accrued and unpaid interest) due
and owing under this Note shall be paid by Issuer to Purchaser within five (5)
days from the date of such written notice by Purchaser via wire transfer(s) of
immediately available funds, in accordance with written instructions provided to
Issuer by Purchaser.

     

    1.3           Other
Assurances.  Issuer shall not, by amendment of its Articles of
Incorporation or By-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by Issuer, but shall at all
times in good faith assist in the carrying out of all the provisions of this
Note and in taking of all such actions as may be necessary or appropriate in
order to protect the rights of Purchaser herein against impairment.

     

    2.           Events of
Default.  If any of the following events (each, a “Default Event”) shall occur
and be continuing:

     

    (i)           Issuer
shall fail to pay any amount payable under this Note, including but limited to
installments of interest and/or principal, within three (3) business days after
such payment becomes due (at the Maturity Date, an Interest Payment Date or
other date) in accordance with the terms hereof;

     

    (ii)          Issuer
shall fail to pay when due (following the expiration of applicable notice and
cure periods), whether upon acceleration, prepayment obligation or otherwise,
any indebtedness for money due, individually or in the aggregate, involving an
amount in excess of $50,000;

     

    (iii)         Issuer
shall default, in any material respect, in the observance or performance of any
agreement contained in this Note or any other agreement or instrument
contemplated by this Note, and such default shall continue unremedied for a
period of fifteen (15) days after written notice to Issuer of such default;
or

     

    (iv)         Issuer
shall commence any case, proceeding or other action (x) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, conservatorship or relief of debtors, seeking to
have an order for relief entered with respect to it, or seeking to adjudicate it
a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (y) seeking appointment or a receiver, trustee,
custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or Issuer shall make a general assignment for
the benefit of its creditors; then all amounts owing under this Note shall
immediately become due and payable.  Except as expressly provided
above in this Section 2, presentation, demand, protest and all other notices of
any kind are hereby expressly waived by Issuer.

     

    
      
         


      

      
        -
2-

        
          

        

      

      
         


      

    

     

    3.    
       Conversion.

     

    3.1           Optional
Conversion.  The Purchaser shall be entitled, at its option, to
convert all or any part of the principal amount, plus accrued but unpaid
interest, of the Note into shares (the “Conversion Shares”) of the
Issuer’s common stock, $0.001 par value per share (the “Common Stock”), at $20.00 per
share (the “Conversion
Price”).  No fractional Conversion Shares shall be issued upon
conversion.  In lieu of any fractional securities underlying the Notes
to which Purchaser would otherwise be entitled, Issuer shall, at its option, (i)
pay cash in an amount equal to such fraction multiplied by the Conversion Price
or (ii) round up as nearly as practicable to the nearest whole number the number
of Conversion Shares to be issued.  To convert this Note,
the Purchaser hereof shall deliver written notice thereof, substantially in the
form of Exhibit A to this Note, with appropriate insertions (the “Conversion Notice”), to the
Issuer at its address as set forth herein.  The date upon which the
conversion shall be effective (the “Conversion Date”) shall be
deemed to be the date set forth in the Conversion Notice.  Any
conversion of any portion of the Note to Conversion Shares shall be deemed to be
a pre-payment of principal, without any penalty, and shall be credited against
any future payments of principal in the order that such payments become due and
payable.

    


    3.2           Reservation of Common
Stock.  The Issuer shall reserve and keep available in the
Private Offering, such number of shares of Common Stock as is equal to the sum
of the number of shares of Common Stock into which the Note is convertible based
upon the Conversion Price. The Issuer shall deliver a copy of the Memorandum to
the Purchaser prior to the Conversion Date and the Purchaser shall, on
Conversion, be subject to the terms and conditions set forth in the Memorandum
and shall be required to execute a subscription agreement subscribing for
Conversion Shares in the Private Offering.

    


    4.  Miscellaneous.

     

    4.1           Interest
Rate.  Any interest payable hereunder that is in excess of the
maximum interest rate permitted under applicable law shall be reduced to the
maximum interest rate permitted under such applicable law.

     

    4.2           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given when delivered by hand or by facsimile transmission,
when telexed, or upon receipt when mailed by registered or certified mail
(return receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

     

    If to
Issuer:

    


    B6 Sigma,
Inc.

    41B
Bisbee Court, Unit 4B

    Santa Fe,
New Mexico


    
      
         


      

      
        -
3-

        
          

        

      

      
         


      

    

    


    Attention:
Richard Mah

    


    with a
copy (which shall not constitute notice) to:

    


    Meister
Seelig & Fein, LLP

    140 East
45th
Street

    New York,
New York 10017

    Attention:
Mitchell Lampert, Esq.

    Facsimile:
(646) 539-3675

     

    If to Purchaser at
its address as furnished in the Subscription Agreement.

    


    4.3           Entire Agreement; Exercise
of Rights. (a) This Note embodies the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof.  No
amendment of any provision of this Note shall be effective unless it is in
writing and signed by each of the parties; and no waiver of any provision of
this Note, nor consent to any departure by either party from it, shall be
effective unless it is in writing and signed by the affected party, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

     

    (b) No failure on the part of a party
to exercise, and no delay in exercising, any right under this Note, or any
agreement contemplated hereby, shall operate as a waiver hereof by such party,
nor shall any single or partial exercise of any right under this Note, or any
agreement contemplated hereby, preclude any other or further exercise thereof or
the exercise of any other right.

     

    4.4           Governing Law. This
Note shall be governed by and construed in accordance with the laws of the State
of Delaware applicable to agreements made and to be performed entirely within
such state.

     

    4.5          
Transferability. This
Note shall not be transferable in any manner without the express written consent
of Issuer, which consent may not be unreasonably withheld.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Note on the date first
above written.

     

    
      
        
          	
                  B6
      SIGMA, INC.

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Name:

                	
                  Richard
      Mah

                
	 
      	
                  Title:

                	
                  Chief
      Executive Officer

                


        

      

    

     

    
      
         


      

      
        -
4-

        
          

        

      

      
         


      

    

     

    EXHIBIT
“A”

     

    NOTICE OF
CONVERSION

     

    (To
be executed by the Holder in order to convert the Note)

     

    TO:

     

    The
undersigned hereby irrevocably elects to convert $                                                           
of the principal amount of the above Note, as well as all accrued but unpaid
interest on such converted principal amount as of the date hereof, into shares
of common stock, par value $0.001 per share, of B6 Sigma, Inc., Inc. according
to the conditions stated therein, as of the Conversion Date written
below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            Conversion
      Date:

                                                                          	 	 
      
	 	 	 
	
                                                                            Signature:

                                                                          	 	 
      
	 	 	 
	
                                                                            Name:

                                                                          	 	 
      
	 	 	 
	
                                                                            Address:

                                                                          	 	 
      
	 	 	 
	
                                                                            Principal
      amount to be converted:

                                                                          	 	
                                                                            $                                                                                      

                                                                          
	 	 	 
	
                                                                            Principal
      amount of Note unconverted:

                                                                          	 	
                                                                            $                                                                                      

                                                                          
	 	 	 
	
                                                                            Please
      issue the shares of Common Stock in the following name and to the
      following address:

                                                                          	 	 
      
	 	 	 
	
                                                                            Issue
      to:

                                                                          	 	 
      
	 	 	 
	
                                                                            Authorized
      Signature:

                                                                          	 	 
      
	 	 	 
	
                                                                            Name:

                                                                          	 	 
      
	 	 	 
	
                                                                            Title:

                                                                          	 	 
      
	 	 	 
	
                                                                            Phone
      Number:

                                                                          	 	 
      
	 	 	 
	
                                                                            Broker
      DTC Participant Code:

                                                                          	 	 
      
	 	 	 
	
                                                                            Account
      Number: