Exhibit
        4.1

      


      All
        sums due on this Note are subordinated to the rights of a secured lender
        pursuant to a loan agreement between the Company and Jed Schutz dated as
        of
        February 28, 2007.

    

    
THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
      LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED FOR SALE EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY
      APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
      REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED BECAUSE
      OF AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

    


    PROMISSORY
      NOTE

     

    
      	$220,000	
              February
                27,
                2007

            


    

    


    FOR
      VALUE
      RECEIVED, Pure Vanilla eXchange, Inc., a Nevada corporation with an address
      at
      805 Third Avenue, New York NY 10022 ("Maker"),
      promises to pay to the order of Jed
      Schutz
      ("Payee"),
      the
      principal sum of Two Hundred Twenty Thousand Dollars ($220,000) plus interest
      on
      the outstanding principal from the date hereof to and including the day when
      principal is paid in full. Interest shall accrue monthly at the annual rate
      of
      two percent (2%) per annum; provided that so long as an Event of Default (as
      hereinafter defined), or any event which with notice or passage of time or
      both
      would constitute an Event of Default, shall exist and be continuing, interest
      shall accrue daily at the rate of five percent (5%) per annum.

    


    1. Payments.
      Maker
      shall pay principal and accrued interest on the earlier of (i) two business
      days
      after the date on which the Company has raised and reported, in the aggregate
      from February 12, 2007 to the date of such report, $20 million of “Net
      Financing”
      (defined below) provided, all “Indebtedness”
defined
      in the Senior Secured Convertible Note issued on December 26, 2006 in the
      original principal amount of $1,500,000 to Gottbetter Master, Ltd. has been
      paid
      in full and (ii) September 29, 2007. For the purposes of this Note,
“Net
      Financing”
means,
      the gross proceeds received by the Company from the sale of any of its
      securities, less any loans that have been outstanding for a term of less than
      six months on the date such financing is closed (regardless of the maturity
      at
      the date of issue) that are repaid from the proceeds of the Financing. Payments
      shall be made at the offices of Maker or at such other place as Payee or any
      subsequent holder may designate to Maker in writing.

    


    2. Prepayment.
      The
      indebtedness evidenced by this Note may be prepaid at any time and from time
      to
      time, without advance notice to Payee, in whole or in part without premium
      or
      penalty, but with accrued and unpaid interest to the date of prepayment on
      the
      amount of principal being prepaid.

     

    3. Events
      of Default.
      If any
      of the following events shall occur and be continuing, Payee may, by notice
      to
      Maker, declare this Note, all accrued and unpaid interest hereon, and all other
      amounts payable hereunder to be due and payable, whereupon the same shall become
      due and payable,10 days after notice to the Maker if during such 10 day period,
      the Maker shall fail to cure the event (an "Event
      of Default"):

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    a. There
      is
      a failure to make any payment of principal of, interest on, or any other amount
      payable under this Note, or Maker breaches any other obligation to Payee
      hereunder, or the Payee uses the proceeds of this note for any purpose other
      than payroll expenses or payment to consultants in the ordinary course of
      business consistent with agreements in effect with such consultants entered
      into
      prior to February 14, 2007. 

    


    b. Any
      proceedings shall be instituted by or against Maker seeking either (i) an order
      for relief with respect to, or reorganization, arrangement, adjustment or
      composition of, its debts under the United States Bankruptcy Code or under
      any
      other law relating to bankruptcy, insolvency, reorganization or relief of
      debtors, or (ii) appointment of a trustee, receiver or similar official for
      Maker or for any substantial part of its property; and, with respect only to
      a
      proceeding instituted against Maker, such proceeding is not dismissed within
      sixty (60) days thereafter;

     

    c. Maker's
      failure to conduct business in the ordinary course, dissolution or termination
      of existence;


    d. Any
      sale,
      transfer, pledge, lien, grant of a security interest or other disposition,
      outside the ordinary course of business, in or of any material assets or a
      material portion of the assets or business of Maker, except a disposition of
      assets to a wholly owned subsidiary of Maker;

    


    e. Any
      declaration or payment by Maker of any dividend or distribution with respect
      to
      its capital stock; any payment with respect to any stock appreciation right,
      phantom stock or similar plan; or redemption of any shares of its capital stock,
      or of options, warrants, or other rights to acquire, or securities convertible
      into its capital stock; 

    


    f. A
      final
      judgment or order for the payment of money in excess of $100,000 shall be
      rendered against the Maker and such judgment or order shall continue
      unsatisfied, in effect and unstayed for a period of thirty (30) consecutive
      days

    


    g. The
      failure of Maker to comply in all material respects with all applicable laws,
      rules, regulations or orders, including, without limitation, (i) paying before
      same become due all taxes, assessments and governmental charges imposed upon
      it,
      upon its income and profits or upon its property, except to the extent contested
      in good faith and covered by adequate reserves, and (ii) compliance with all
      applicable environmental and toxic substance laws, rules and regulations; or
      

    


    4. No
      Waiver, etc.
      No delay
      or omission on the part of Payee in exercising any right hereunder shall operate
      as a waiver of such right or of any other right of Payee, nor shall any delay,
      omission or waiver on any one occasion be deemed a bar to or waiver of the
      same
      or any other right on any future occasion. Maker and every endorser of this
      Note, regardless of the time, order or place of signing, waives presentment,
      demand, protest and notices of every kind with respect to this Note and assents
      (i) to any extension or postponement of the time of payment and to any other
      indulgence, (ii) to the addition or release of, or any compromise or settlement
      with, any endorser or other party or person primarily or secondarily liable
      hereunder, and (iii) to the addition or release of, the failure to take or
      perfect an interest in, any compromise or settlement with respect to, or any
      delay in proceeding or failure to proceed against, any collateral or other
      security for this Note.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    5. Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of New York applicable to contracts made and to be performed wholly within
      New
      York State, without giving effect to conflict of laws principles.

    


    7. Notices.
      Any
      notice or other communication required or permitted under this Note shall be
      in
      writing and shall be deemed to have been duly given (i) upon hand delivery,
      or
      (ii) on the third day following delivery to the U.S. Postal Service as certified
      or registered mail, return receipt requested and postage prepaid, or (iii)
      on
      the first day following delivery to a nationally recognized United States
      overnight courier service, fee prepaid, return receipt or other confirmation
      of
      delivery requested, or (iv) when telecopied or sent by facsimile transmission
      if
      an additional notice is also delivered or mailed, as set forth under (i), (ii)
      or (iii) above, within three days thereafter. Any such notice or communication
      shall be delivered or directed to a party at its address set forth above or,
      as
      to each such party or any holder hereof, at such other address as may be
      designated by such party or holder in a notice given to the other parties hereto
      in accordance with the provisions of this paragraph.

    


    8. Maximum
      Interest.
      Notwithstanding any other provisions of this Note, Payee does not intend to
      charge, and Maker shall not be required to pay, any interest or other fees
      or
      charges in excess of the maximum permitted by applicable law. Any payments
      in
      excess of such maximum shall be refunded to Maker or credited against unpaid
      principal.

     

    9. Modifications;
      Waiver.
      No
      modification or waiver of this Note or any part hereof shall be effective unless
      in writing and signed by Maker and Payee. No waiver of any breach or condition
      of this Note shall be deemed to be a waiver of any other or subsequent breach
      or
      condition, whether of like kind or different nature. No course of dealing
      between Maker and Payee, or between Payee and any other party, will be deemed
      effective to modify, amend, waive or discharge any part of this Note or of
      the
      rights or obligations of Maker hereunder.

    


    10. Jurisdiction
      and Venue.
      In the
      event that any legal proceedings are commenced in any court with respect to
      any
      matter arising under this Note, Maker specifically consents and agrees that:
      (i)
      the courts of the State of New York and/or the United States Federal Courts
      located in the State of New York shall have exclusive jurisdiction over Maker
      and over the subject matter of any such proceedings; and (ii) the venue of
      any
      such action shall be in New York County, New York and/or the United States
      District Court for the Southern District of New York.

    


    IN
      WITNESS WHEREOF, Pure Vanilla eXchange has executed this Note as of the date
      first above written.

    


    Pure
      Vanilla eXchange, Inc.

    Maker

     

     

    By:
      /s/
      Steven Yevoli

                
      Steven Yevoli

                
      Its Chief Executive Officer

     

     

    
      
         

      

      
        3