Exhibit 4.1

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAW AND  MAY NOT BE  SOLD,
TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE  SECURITIES LAWS OR COMMERCIAL  CONCEPTS,  INC. SHALL
HAVE  RECEIVED AN OPINION OF ITS COUNSEL THAT  REGISTRATION  OF SUCH  SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.

<PAGE>

                            COMMERCIAL CONCEPTS, INC.

                           Convertible Promissory Note

                                November __, 2000

No. CN-1                                                             $300,000.00



For value received, COMMERCIAL CONCEPTS, INC., a Utah corporation (the "Maker"),
hereby  promises  to pay to the  order of  _______________________,  a  ________
corporation,  located  at  ______________________________   (together  with  its
successors, representatives, and permitted assigns, the "Holder"), in accordance
with the terms  hereinafter  provided,  the  principal  amount of Three  Hundred
Thousand Dollars ($300,000.00), together with interest thereon.

All  payments  under or  pursuant  to this Note  shall be made in United  States
Dollars  in  immediately  available  funds to the  Holder at the  address of the
Holder first set forth above or at such other place as the Holder may  designate
from time to time in  writing to the Maker or by wire  transfer  of funds to the
Holder's  account,  instructions for which are attached hereto as Exhibit A. The
outstanding principal balance of this Note shall be due and payable ___________,
2003 [the 36th month anniversary of the Closing Date] or at such earlier time as
provided herein (the "Maturity Date").  This Note may, without the prior written
consent of the Holder,  be prepaid by the Maker,  in whole or in part, upon five
(5) business days prior written notice in accordance with Section 4.1(d) hereof.

         Purchase Agreement.  This Note has been executed and delivered pursuant
to the Note and Warrant Purchase  Agreement,  dated as of November __, 2000 (the
"Purchase Agreement"),  by and among the Maker and the purchasers listed therein
(the  "Purchasers").  Capitalized  terms used and not otherwise  defined  herein
shall have the meanings set forth for such terms in the Purchase Agreement.  The
Maker does hereby  covenant and agree to abide by and comply with each and every
such  term,  obligation,  covenant,  condition  and  provision  set forth in the
Transaction Documents.
         Interest.  Beginning  on the date  hereof,  the  outstanding  principal
balance of this Note shall bear interest,  in arrears, at a rate per annum equal
to eight percent (8%), payable on the Maturity Date.  Interest shall be computed
on the basis of a 360-day  year of twelve  (12) 30-day  months and shall  accrue
commencing on the Closing Date. The interest shall be payable,  at the option of
the Holder,  in cash or in shares of the Maker's  common stock,  par value $.001
per share  (the  "Common  Stock").  The  number of shares of Common  Stock to be
issued as payment of accrued and unpaid interest shall be determined by dividing
(a) the total amount of accrued and unpaid  interest to be converted into Common
Stock by (b) the  Conversion  Price  (as  defined  in  Section  3.1(a)  hereof).
Furthermore,  upon the  occurrence  of an Event of  Default,  then to the extent
permitted by law, the Maker will pay interest to the Holder,  payable on demand,
on the outstanding  principal  balance of the Note from the date of the Event of
Default until payment in full at the rate of fifteen percent (15%) per annum.
         Payment on Non-Business Days.  Whenever any payment to be made shall be
due on a Saturday, Sunday or a public holiday under the laws of the State of New

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York, such payment may be due on the next succeeding  business day and such next
succeeding  day shall be  included in the  calculation  of the amount of accrued
interest payable on such date.
         Ranking.  This Note and the  obligations  hereunder  shall be senior or
equal to the secured debt of Maker outstanding as of the date hereof.
         Transfer.  This  Note  may  be  transferred  or  sold,  subject  to the
provisions  of Section 5.8 of this Note, or pledged,  hypothecated  or otherwise
granted as security by the Holder.
         Replacement.  Upon receipt of a duly executed,  notarized and unsecured
written statement from the Holder with respect to the loss, theft or destruction
of this Note (or any  replacement  hereof),  and without  requiring an indemnity
bond or other  security,  or, in the case of a  mutilation  of this  Note,  upon
surrender and  cancellation  of such Note,  the Maker shall issue a new Note, of
like tenor and amount,  in lieu of such lost,  stolen,  destroyed  or  mutilated
Note.

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<PAGE>

EVENTS OF DEFAULT;  REMEDIES

         Events of Default.  The occurrence of any of the following events shall
be an "Event of Default" under this Note:

                  the Maker  shall fail to make the payment of any amount of any
principal  outstanding  for a period of three (3)  business  days after the date
such payment shall become due and payable hereunder; or

                  the Maker  shall fail to make any  payment of  interest  for a
period of three (3) business days after the date such interest  shall become due
and payable hereunder; or

                  the suspension from listing or the failure of the Common Stock
to be listed on the OTC Bulletin Board ("OTC") without  resuming  trading and/or
being relisted  thereon or on the Nasdaq National  Market,  the Nasdaq Small Cap
Market, Inc., the New York Stock Exchange,  Inc. or The American Stock Exchange,
Inc.  or having  such  suspension  lifted,  as the case may be,  within five (5)
business  days (or  twenty  (20)  business  days if the  Maker is in good  faith
contesting such delisting or suspension); or

                  the Maker shall fail to have the  Registration  Statement  (as
defined in the Registration  Rights  Agreement) to be declared  effective by the
Securities and Exchange  Commission (the "SEC") on or prior to the Effectiveness
Date (as defined in the Registration Rights Agreement); or

                  the  Maker's  notice  to  Holder,  including  by way of public
announcement,  at any time, of its inability to comply (including for any of the
reasons  described in Section 3.4(a) hereof) or its intention not to comply with
proper requests for conversion of this Note into shares of Common Stock; or

                  the Maker  shall  fail to (i)  timely  deliver  the  shares of
Common Stock upon  conversion  of the Notes or any interest  accrued and unpaid,
(ii) timely  file the  Registration  Statement  or (iii) make the payment of any
fees and/or liquidated damages under this Note or the Purchase Agreement,  which
failure is not  remedied  within three (3)  business  days after the  incurrence
thereof; or

                  while the Registration  Statement is required to be maintained
effective  pursuant  to the  terms of the  Registration  Rights  Agreement,  the
effectiveness  of the Registration  Statement lapses for any reason  (including,
without  limitation,  the  issuance  of a stop order) or is  unavailable  to the
Holder for sale of the  Registrable  Securities (as defined in the  Registration
Rights  Agreement)  in  accordance  with the  terms of the  Registration  Rights
Agreement,  and such lapse or unavailability  continues for a period of ten (10)
consecutive   trading   days,   provided   that  the  cause  of  such  lapse  or
unavailability is not due to factors solely within the control of Holder;

                  the Maker shall  default in the  performance  or observance of
any  covenant,  condition  or  agreement  contained  in any  of the  Transaction
Documents (or the Maker makes an announcement,  statement or threat that it does
not intend to honor its obligations under any of the Transaction  Documents) and
such default is not fully cured  within five (5) business  days (other than with
respect to an announcement, statement or threat) after the occurrence thereof in
the case of failure  within the Maker's  control or thirty (30) business days in
the case of a default due to circumstances outside of the Maker's control, after
the  earlier of (x) the date on which any  executive  officer of the Maker shall
have obtained actual knowledge of such failure (or such announcement,  statement
or threat) and (y) the date on which  written  notice  thereof has been given to
the Maker by the Holder  which is not  covered by any other  provisions  of this
Section 2.1; or

                  any  representation,  warranty  or  certification  made by the
Maker herein or in any of the other Transaction  Documents or in any certificate
or financial  statement  shall prove to have been false or incorrect or breached
in a material respect on the date as of which made; or

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<PAGE>

                  the  Maker  shall  issue  any debt  securities  which  are not
subordinate  to this Note on such terms as are  acceptable  to the  holders of a
majority  of the  outstanding  principal  amount  of this  Note  and  the  other
convertible promissory notes issued to any other holder pursuant to the Purchase
Agreement; or

                  the Maker or any of its Subsidiaries  shall (i) default in any
payment of any amount or amounts of principal of or interest on any Indebtedness
(other than the Indebtedness  hereunder) the aggregate principal amount of which
Indebtedness  of all such  persons  is in excess  of  $1,000,000,  whether  such
Indebtedness  now  exists or shall  hereinafter  be  created,  and such  default
entitles the holder thereof to declare such  indebtedness to be due and payable,
and such  indebtedness has not been discharged in full or such  acceleration has
not been stayed,  rescinded or annulled  within ten (10)  business  days of such
acceleration,  or (ii) default in the  observance  or  performance  of any other
agreement  or  condition  relating  to  any  Indebtedness  or  contained  in any
instrument or agreement  evidencing,  securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause,  or to permit the holder or holders or  beneficiary or
beneficiaries  of such  Indebtedness  to cause  with the  giving  of  notice  if
required, such Indebtedness to become due prior to its stated maturity; or

                  A judgment or order for the payment of money shall be rendered
against the Maker or any  Subsidiary in excess of $500,000 in the aggregate (net
of any applicable  insurance  coverage) for all such judgments or orders against
all such persons  (treating any deductibles,  self insurance or retention as not
so covered)  that shall not be  discharged,  and all such  judgments  and orders
remain  outstanding,  and there shall be any period of thirty  (30)  consecutive
days  following  entry of the  judgment  or order in excess of  $500,000  or the
judgment or order which causes the aggregate  amount  described  above to exceed
$500,000 during which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect.; or

                  an "Event of Default" has occurred and is continuing under any
other  convertible  promissory  note issued to any other holder  pursuant to the
Purchase Agreement; or

                  the Maker  shall (i) apply for or consent  to the  appointment
of, or the taking of possession by, a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of its property or assets,  (ii) admit
in writing its inability to pay its debts as such debts become due, (iii) make a
general  assignment for the benefit of its creditors,  (iv) commence a voluntary
case under the United States  Bankruptcy Code (as now or hereafter in effect) or
under the comparable laws of any jurisdiction (foreign or domestic),  (v) file a
petition  seeking to take advantage of any bankruptcy,  insolvency,  moratorium,
reorganization  or other  similar law affecting  the  enforcement  of creditors'
rights generally,  (vi) acquiesce in writing to any petition filed against it in
an involuntary case under United States  Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction  (foreign or domestic),
or  (vii)  take  any  action  under  the laws of any  jurisdiction  (foreign  or
domestic) analogous to any of the foregoing; or

                  a  proceeding  or case  shall be  commenced  in respect of the
Maker or any of its  Subsidiaries  without its  application  or consent,  in any
court of competent  jurisdiction,  seeking (i) the liquidation,  reorganization,
moratorium,  dissolution,  winding up, or  composition  or  readjustment  of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any  substantial  part of its  assets  or (iii)  similar
relief in respect of it under any law providing  for the relief of debtors,  and
such  proceeding or case  described in clause (i), (ii) or (iii) shall  continue
undismissed,  or unstayed and in effect, for a period of thirty (30) consecutive
days or any order for  relief  shall be  entered  in an  involuntary  case under
United  States  Bankruptcy  Code (as now or  hereafter  in  effect) or under the
comparable laws of any jurisdiction  (foreign or domestic)  against the Maker or
any of its Subsidiaries or action under the laws of any jurisdiction (foreign or
domestic)  analogous to any of the foregoing  shall be taken with respect to the
Maker or any of its Subsidiaries and shall continue undismissed, or unstayed and
in effect for a period of thirty (30) consecutive days; or

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<PAGE>

         Remedies  Upon An Event of Default.  If an Event of Default  shall have
occurred and shall be continuing, the Holder of this Note may at any time at its
option (a) declare the entire unpaid  principal  balance of this Note,  together
with all interest accrued hereon, due and payable, and thereupon, the same shall
be accelerated and so due and payable, without presentment,  demand, protest, or
notice, all of which are hereby expressly unconditionally and irrevocably waived
by the Maker; provided, however, that upon the occurrence of an Event of Default
described in (a) Sections 2.1 (n) and (o), the outstanding principal balance and
accrued  interest  hereunder  shall be  automatically  due and  payable and (ii)
Sections  2.1(a)  through  (m) demand the  prepayment  of this Note  pursuant to
Section  4.1  hereof,  (b) demand  that the  principal  amount of this Note then
outstanding and all accrued and unpaid interest  thereon shall be converted into
shares of Common Stock at a Conversion Price calculated  pursuant to Section 3.1
hereof,  assuming that the date of the occurrence of the Event of Default is the
Conversion  Date (as  defined  in Section  3.1(a)  hereof)  or (c)  exercise  or
otherwise  enforce any one or more of the Holder's rights,  powers,  privileges,
remedies and interests under this Note or any of the other Transaction Documents
or applicable law. No course of delay on the part of the Holder shall operate as
a waiver  thereof or  otherwise  prejudice  the right of the  Holder.  No remedy
conferred  hereby shall be  exclusive of any other remedy  referred to herein or
now or hereafter available at law, in equity, by statute or otherwise.

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<PAGE>

CONVERSION

         Conversion Option.

At any time on or after the Closing  Date,  this Note shall be  convertible  (in
whole or in  part),  at the  option of the  Holder  (the  "Conversion  Option"),
subject to the limitations set forth in Section 3.2 hereof,  into such number of
fully  paid and  non-assessable  shares  of  Common  Stock as is  determined  by
dividing (x) that portion of the outstanding  principal amount under the Note as
of such date that the Holder elects to convert by (y) the  Conversion  Price (as
hereinafter  defined)  then in effect on the date on which  the  Holder  faxes a
notice of conversion  (the  "Conversion  Notice"),  duly executed,  to the Maker
(facsimile number (801) 328-0542, Attn.: K.

Hansen) (the "Conversion Date")

                  As used herein,  (i) "Conversion Price" shall mean the Closing
Bid Price of the Common Stock on the date of issuance of this Note,  as adjusted
pursuant to Section 3.3 below and (ii)  "Closing Bid Price" shall mean,  for any
security as of any date,  the last closing bid price of such security on the OTC
Bulletin Board as reported by Bloomberg, or, if no closing bid price is reported
by Bloomberg for such security on the OTC Bulletin Board, the last closing trade
price of such  security as reported by  Bloomberg,  or, if no last closing trade
price is reported for such security by Bloomberg or on an Alternative  Exchange,
the average of the bid prices of any market makers for such security as reported
in the "pink sheets" by the National  Quotation Bureau,  Inc. If the Closing Bid
Price  cannot  be  calculated  for  such  security  on  such  date on any of the
foregoing  bases,  the Closing Bid Price of such  security on such date shall be
the fair market value as mutually determined by the Maker and the Holder. If the
Maker and the  Holder  are  unable to agree  upon the fair  market  value of the
Common Stock,  then such dispute shall be resolved  pursuant to Section  3.1(e).
(All such  determinations  to be appropriately  adjusted for any stock dividend,
stock split or other similar transaction during such period). In connection with
the conversion of this Note in accordance  with this Section 3.1, the Holder may
exercise its Conversion  Option by delivering an original  Conversion  Notice to
the Maker which shall specify the amount of this Note that the Holder desires to
convert  and  surrendering  to  the  Maker  the  Note  to be  converted,  marked
"Canceled," and  acknowledged by the Holder to be paid-in-full  within three (3)
business days from the Conversion Date. Upon receipt by the Maker of the Note to
be  converted  pursuant to a Conversion  Notice,  together  with the  originally
executed  Conversion  Notice,  the Maker or its designated  transfer  agent,  as
applicable,  shall within three (3) business days following the receipt of both,
issue and deliver to the Holder via a common  carrier for overnight  delivery to
the address specified in the Conversion Notice,  certificate(s) representing the
number of shares of Common Stock  determined in accordance  with Section  3.1(a)
above and, in the event of a partial  conversion of the Note, a new Note for the
remainder of the principal balance not converted.  Upon the Holder's exercise of
the Conversion Option, the Maker shall,  within three (3) business days from the
Conversion Date, pay and deliver to the Holder, in cash or as otherwise provided
in this Note,  all accrued but unpaid  interest on the Note  through the date of
such conversion.

If within three (3) business days from the receipt of the Conversion  Notice and
the original Note to be converted (the "Share Delivery Period"), the Maker shall
fail to issue and deliver the certificates  representing the number of shares of
Common Stock to which the Holder is entitled  upon  conversion  of this Note and
any interest accrued and unpaid or to issue a new Note  representing the balance
of the principal not being converted, if any, in addition to all other available
remedies which the Holder may pursue hereunder and under the Purchase  Agreement
(including  indemnification  pursuant to Article VIII thereof),  the Maker shall

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pay as  additional  damages to the Holder on each  business day after such third
(3rd)  business  day that such  conversion  is not timely  effected in an amount
equal to 0.5% of the  product  of (A) the sum of the  number of shares of Common
Stock not issued to the Holder on a timely basis  pursuant to Section 3.1(b) and
to which  the  Holder is  entitled  and,  in the  event the Maker has  failed to
deliver a new Note to the Holder on a timely basis  pursuant to Section  3.1(b),
the number of shares of Common Stock  issuable upon  conversion of the shares of
the Note  represented  by such Note  Certificate,  as of the last  possible date
which the Maker could have issued such Note  Certificate  to the Holder  without
violating  Section  3.1(b) and (B) the Closing Bid Price of the Common  Stock on
the last  possible  date which the Maker could have issued such Common Stock and
such Note  Certificate,  as the case may be,  to the  Holder  without  violating
Section  3.1(b).  If the Maker fails to pay the additional  damages set forth in
this Section  3.1(c)  within five (5) business days of the date  incurred,  then
such  payment  shall  bear  interest  at the rate of 2% per month (pro rated for
partial months) until such payments are made.

The Maker shall pay any payments  incurred under this Section 3.1 in immediately
available  funds upon demand.  Nothing  herein shall limit the Holder's right to
pursue  injunctive relief and/or actual damages for the Maker's failure to issue
and deliver  Common  Stock to the Holder,  including,  without  limitation,  the
Holder's actual losses  occasioned by any "buy-in" of Common Stock  necessitated
by such late delivery.  Furthermore, in addition to any other remedies which may
be available to the Holder,  in the event that the Maker fails for any reason to
effect delivery of such shares of Common Stock within three (3) business days of
the date of receipt of the  Conversion  Notice,  the Holder  will be entitled to
revoke the relevant  Conversion  Notice by delivering a notice to such effect to
the Maker  whereupon  the Maker and the Holder  shall each be  restored to their
respective  positions  immediately  prior to delivery of such Conversion  Notice
except  that  Holder  shall  retain the right to receive  both the late  payment
amounts set forth above plus the actual cost of any  "buy-in."  As used  herein,
"buy-in"  shall mean the  purchase by the Holder of shares of Common Stock in an
open market  transaction or otherwise in order to meet its delivery  obligations
in  connection  with the sale of Common Stock,  which  delivery  obligation  the
Holder  intended  to  satisfy  with the shares of Common  Stock to be  delivered
within  the  Share  Delivery  Period.  In  the  case  of a  dispute  as  to  the
determination  of the  Conversion  Price or the  arithmetic  calculation  of the
number of shares of Common Stock to be issued upon  conversion of this Note, the
Maker shall  promptly  issue to the Holder the number of shares of Common  Stock
that is not disputed and shall submit the disputed  determinations or arithmetic
calculations  to the Holder via  facsimile as soon as possible,  but in no event
later than two (2)  business  days  after  receipt  of the  Holder's  Conversion
Notice.  If the Holder and the Maker are unable to agree upon the  determination
of the Conversion Price or the arithmetic calculation of the number of shares of
Common  Stock to be issued upon such  conversion  within one (1) business day of
such disputed  determination  or arithmetic  calculation  being submitted to the
Holder,  then the Maker shall within one (1)  business day submit via  facsimile
(A) the  disputed  determination  of the  Conversion  Price  to an  independent,
reputable  investment  bank  acceptable  to  the  Holder  or  (B)  the  disputed
arithmetic calculation of the number of shares of Common Stock to be issued upon
such conversion to an independent,  outside accountant acceptable to the Holder.
The Maker shall cause such investment bank or accountant, as the case may be, to
perform the  determinations  or calculations and notify the Maker and the Holder
of the  results no later than  seventy-two  (72) hours from the time it receives
the  disputed   determinations  or  calculations.   Such  investment  bank's  or
accountant's determination or calculation,  as the case may be, shall be binding
upon  all  parties  absent  manifest  error.  The  reasonable  expenses  of such
investment bank or accountant in making such determination  shall be paid by the
Maker, in the event the Holder's calculation or determination was correct, or by
the Holder,  in the event the Maker's  calculation or determination was correct,
or equally by the Maker and the Holder in the event that  neither the Maker's or

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<PAGE>

the Holder's  calculation or  determination  was correct.  The period of time in
which the Maker is required to effect conversions or prepayments under this Note
shall be tolled with respect to the subject  conversion  or  prepayment  pending
resolution of any dispute by the Maker made in good faith and in accordance with
this Section 3.1(e).

         Conversion  Restrictions.  Notwithstanding anything to the contrary set
forth in Section 3.1 of this Note,  at no time may the Holder  convert this Note
if the number of shares of Common Stock to be issued pursuant to such conversion
would exceed, when aggregated with all other shares of Common Stock owned by the
Holder at such time,  the number of shares of Common Stock which would result in
the Holder owning more than 9.99% of all of the Common Stock outstanding at such
time;  provided,  however,  that upon the Holder providing the Maker with thirty
(30) days notice (the "Waiver  Notice") that the Holder would like to waive this
Section  3.2 of this Note  with  regard  to any or all  shares  of Common  Stock
issuable upon  conversion of this Note, this Section 3.2 shall be of no force or
effect with regard to that amount of this Note referenced in the Waiver Notice.

         Adjustment of Conversion Price.

The  Conversion  Price  shall be  subject  to  adjustment  from  time to time as
follows:

         Adjustment Option. On or after the one hundred twenty-first (121st) day
         after the  earlier  of the date of  effectiveness  of the  registration
         statement on Form SB-2 (file no.  333-45390)  currently  filed with the
         SEC (the "Form  SB-2") or the date on which the SEC  informs  the Maker
         that the SEC (x) will not  review  the Form  SB-2 or (y) that the Maker
         may request the acceleration of the effectiveness of the Form SB-2 (the
         "Form  SB-2  Effectiveness   Date"),  the  Conversion  Price  shall  be
         adjusted, at the option of the Holder, with respect to all or a portion
         of the principal amount and interest outstanding under this Note to the
         lesser of (1)  eighty  percent  (80%) of the  average  of the three (3)
         lowest  intraday  trading prices of the Common Stock for the forty (40)
         day trading period  immediately  preceding the  Conversion  Date or (2)
         eighty  percent  (80%) of the  average of the lowest  intraday  trading
         price  of the  Common  Stock  for  the  three  (3) day  trading  period
         immediately  preceding the Conversion Date (the  "Adjustment  Option").

         Adjustments  for  Reorganization,  Merger,  Consolidation  or  Sales of
         Assets.  If at any time or from time to time  after the  Issuance  Date
         there shall be a capital reorganization of the Maker (other than by way
         of a stock  split  or  combination  of  shares  or stock  dividends  or
         distributions   provided  for  in  Section   3.3(a)(iii)   and  Section
         3.3(a)(iv)),  or a merger or  consolidation  of the Maker  with or into
         another  corporation,  or the sale of all or  substantially  all of the
         Maker's properties or assets to any other person (an "Organic Change"),
         then as a part of such Organic  Change an  appropriate  revision to the
         applicable  Conversion  Price shall be made and provision shall be made
         (by  adjustments  of the  Conversion  Price or  otherwise)  so that the
         Holder  shall have the right  thereafter  to convert this Note into the
         kind and amount of shares of stock and other  securities or property of
         the Maker or any successor  corporation  resulting from Organic Change.
         In  any  such  case,  appropriate  adjustment  shall  be  made  in  the
         application of the provisions of this Section  3.3(a)(ii)  with respect
         to the rights of the Holder  after the  Organic  Change to the end that
         the provisions of this Section 3.3(a)(ii)  (including any adjustment in
         the applicable Conversion Price then in effect and the number of shares
         of stock or other securities  deliverable upon conversion of this Note)
         shall be applied after that event in as nearly an equivalent  manner as
         may be practicable.

         Stock  Dividends,  Subdivisions  and  Combinations.  If at any time the
         Maker shall:

         take a record of the  holders  of its Common  Stock for the  purpose of
         entitling them to receive a dividend payable in, or other  distribution
         of, additional shares of Common Stock (the "Additional Shares of Common
         Stock"),  or subdivide  its  outstanding  shares of Common Stock into a
         larger  number of shares of Common  Stock,  or combine its  outstanding
         shares of Common Stock into a smaller number of shares of Common Stock,
         then (x) the  number of shares of Common  Stock for which  this Note is
         convertible  into  immediately  after the  occurrence of any such event
         shall be adjusted to equal the number of shares of Common Stock which a
         record  holder of the same  number of shares of Common  Stock for which
         this Note is  convertible  immediately  prior to the occurrence of such
         event would own or be entitled to receive  after the  happening of such
         event, and (y) the Conversion Price then in effect shall be adjusted to
         equal (A) the Conversion Price then in effect  multiplied by the number
         of  shares  of  Common  Stock  for  which  this  Note  is   convertible
         immediately prior to the adjustment divided by (B) the number of shares
         of Common Stock for which this Note is  convertible  immediately  after
         such adjustment.

         Certain  Other  Distributions.  If at any time the Maker  shall  take a
         record of the holders of its Common  Stock for the purpose of entitling
         them to receive any dividend or other distribution of:

         cash  (other  than a cash  dividend  payable  out of earnings or earned
         surplus  legally  available for the payment of dividends under the laws
         of the jurisdiction of incorporation of the Maker), or any evidences of
         its  indebtedness,  any  shares  of  stock of any  class  or any  other
         securities  or  property  of any nature  whatsoever  (other  than cash,
         Additional Shares of Common Stock or any securities convertible into or
         exchangeable  for, directly or indirectly,  Common Stock  ("Convertible
         Securities")),  or any  warrants or other  rights to  subscribe  for or
         purchase any evidences of its indebtedness,  any shares of stock of any
         class or any other  securities  or  property  of any nature  whatsoever
         (other than cash, Convertible Securities or Additional Shares of Common
         Stock),  then (x) the  number of shares of Common  Stock for which this
         Note is  convertible  shall be  adjusted  to equal the  product  of the
         number of shares of  Common  Stock for which  this Note is  convertible
         immediately  prior to such adjustment  multiplied by a fraction (A) the
         numerator  of which shall be the Closing Bid Price of Common Stock then
         in effect  (the "Per Share  Market  Value") at the date of taking  such
         record and (B) the  denominator of which shall be such Per Share Market
         Value minus the amount  allocable  to one share of Common  Stock of any
         such cash so distributable and of the fair value (as determined in good
         faith by the  Board of  Directors  of the  Maker  and  supported  by an
         opinion from an investment banking firm of recognized national standing
         acceptable   to  the  Holder)  of  any  and  all  such   evidences   of
         indebtedness, shares of stock, other securities or property or warrants
         or other subscription or purchase rights so distributable,  and (y) the
         Conversion  Price  then in effect  shall be  adjusted  to equal (A) the
         Conversion  Price then in effect  multiplied by the number of shares of
         Common Stock for which this Note is  convertible  immediately  prior to
         the adjustment  divided by (B) the number of shares of Common Stock for
         which this Note is convertible  immediately  after such  adjustment.  A
         reclassification of the Common Stock (other than a change in par value,
         or from par value to no par  value or from no par  value to par  value)
         into  shares of Common  Stock  and  shares of any other  class of stock
         shall be  deemed a  distribution  by the  Maker to the  holders  of its
         Common  Stock of such  shares of such other  class of stock  within the
         meaning of this Section  3.3(a)(iv) and, if the  outstanding  shares of
         Common Stock shall be changed into a larger or smaller number of shares
         of Common Stock as a part of such  reclassification,  such change shall
         be  deemed a  subdivision  or  combination,  as the case may be, of the
         outstanding  shares of Common  Stock  within  the  meaning  of  Section
         3.3(a)(iii).

                                       9
<PAGE>

         Issuance of Additional Shares of Common Stock.

         In the event the Maker, shall, at any time, from time to time, issue or
         sell any  shares of Common  Stock  (including  Treasury  Shares)  for a
         consideration  per share less than the Conversion  Price then in effect
         for the Note immediately prior to the time of such issue or sale, then,
         forthwith upon such issue or sale, the Conversion  Price then in effect
         for the Notes  shall be reduced to a price  equal to the  consideration
         per share paid for such Common Stock and the number of shares of Common
         Stock for which  this Note is  convertible  shall be  increased  by the
         product of the number of shares of Common  Stock for which this Note is
         convertible  immediately  prior to such issuance or sale  multiplied by
         the  Dilution   Percentage.   "Dilution   Percentage"  shall  mean  the
         percentage  by which the  Conversion  Price  then in effect is  reduced
         pursuant to this Section  3.3(a)(v).  If at any time the Maker shall at
         any  time  issue or sell  any  Additional  Shares  of  Common  Stock in
         exchange for  consideration in an amount per Additional Share of Common
         Stock less than the Per Share Market  Value at the time the  Additional
         Shares of Common Stock are issued or sold,  then,  forthwith  upon such
         issue or sale, the Conversion  Price then in effect for the Notes shall
         be  reduced  by the  product  of the  Conversion  Price  then in effect
         multiplied by the Market  Dilution  Percentage and the number of shares
         of Common Stock for which this Note is  convertible  shall be increased
         by the  product of the number of shares of Common  Stock for which this
         Note  is  convertible  immediately  prior  to  such  issuance  or  sale
         multiplied  by  the  Market  Dilution   Percentage.   "Market  Dilution
         Percentage" shall mean the percentage by which such issuance or sale is
         below the lesser of the Per Share  Market Value or the per share market
         value of the Common  Stock as  calculated  pursuant to the terms of any
         other financings of the Company.

         If at any time the Maker shall issue or sell any  Additional  Shares of
         Common Stock in exchange for  consideration in an amount per Additional
         Share of Common  Stock which is less than the  Conversion  Price or the
         Per  Share  Market  Value at the time the  Additional  Shares of Common
         Stock are issued or sold,  the  adjustment  required under this Section
         3.3(a)(v) shall be made in accordance with the formula in paragraph (1)
         or (2) above which results in the lower Conversion Price following such
         adjustment.  The  provisions of paragraphs  (1) and (2) of this Section
         3.3(a)(v)  shall  not apply to any  issuance  of  Additional  Shares of
         Common  Stock  for  which an  adjustment  is  provided  under  Sections
         3.3(a)(iii) or 3.3(a)(iv) hereof. No adjustment of the number of shares
         of Common Stock for which this Note shall be convertible  shall be made
         under paragraph (1) or (2) of this Section  3.3(a)(v) upon the issuance
         of any Additional  Shares of Common Stock which are issued  pursuant to
         the exercise of any warrants or other  subscription  or purchase rights
         or pursuant to the exercise of any conversion or exchange rights in any
         Convertible  Securities,  if any such adjustment  shall previously have
         been made upon the  issuance of such  warrants or other  rights or upon
         the issuance of such  Convertible  Securities  (or upon the issuance of
         any warrant or other rights therefor) pursuant to Section 3.3(a)(vi) or
         Section 3.3(a)(vii) hereof.

         Issuance of Notes or Other Rights.  If at any time the Maker shall take
         a  record  of the  Holders  of its  Common  Stock  for the  purpose  of
         entitling  them to  receive a  distribution  of, or shall in any manner
         (whether  directly or by  assumption  in a merger in which the Maker is
         the surviving  corporation) issue or sell, any warrants or other rights
         to subscribe for or purchase any  Additional  Shares of Common Stock or
         any  Convertible  Securities,  whether or not the rights to exchange or
         convert thereunder are immediately exercisable, and the price per share
         for which Common Stock is issuable  upon the exercise of such  warrants
         or other  rights or upon  conversion  or exchange  of such  Convertible
         Securities  shall be less  than the  Conversion  Price or the Per Share
         Market Value in effect  immediately  prior to the time of such issue or
         sale,  then the number of shares for which this Note is convertible and
         the  Conversion  Price then in effect  shall be adjusted as provided in
         Section  3.3(a)(v) on the basis that the maximum  number of  Additional
         Shares of Common Stock issuable  pursuant to all such warrants or other
         rights or  necessary to effect the  conversion  or exchange of all such
         Convertible  Securities  shall  be  deemed  to  have  been  issued  and
         outstanding and the Maker shall have received all of the  consideration
         payable therefor, if any, as of the date of the actual issuance of such
         warrants or other rights.  No adjustments of the Conversion  Price then
         in effect or the  number of shares of Common  Stock for which this Note
         is convertible shall be made upon the actual issue of such Common Stock
         or of such  Convertible  Securities  upon  exercise of such warrants or
         other  rights or upon the actual  issue of such Common  Stock upon such
         conversion or exchange of such Convertible Securities.

         Issuance of Convertible Securities. If at any time the Maker shall take
         a  record  of the  Holders  of its  Common  Stock  for the  purpose  of
         entitling  them to  receive a  distribution  of, or shall in any manner
         (whether  directly or by  assumption  in a merger in which the Maker is
         the surviving  corporation) issue or sell, any Convertible  Securities,
         whether  or not the  rights  to  exchange  or  convert  thereunder  are
         immediately exercisable, and the price per share for which Common Stock
         is issuable  upon such  conversion  or exchange  shall be less than the
         Conversion Price or Per Share Market Value in effect  immediately prior
         to the time of such issue or sale,  then the number of shares of Common
         Stock for which this Note is convertible and the Conversion  Price then
         in effect  shall be adjusted as  provided in Section  3.3(a)(v)  on the
         basis that the  maximum  number of  Additional  Shares of Common  Stock
         necessary to effect the conversion or exchange of all such  Convertible
         Securities  shall be deemed to have been issued and outstanding and the
         Maker shall have received all of the consideration payable therefor, if
         any, as of the date of actual issuance of such Convertible  Securities.
         No further adjustment of the number of shares of Common Stock for which
         this Note is convertible and the Conversion  Price then in effect shall
         be made  under  this  Section  3.3(a)(vii)  upon  the  issuance  of any
         Convertible Securities which are issued pursuant to the exercise of any
         warrants or other subscription or purchase rights therefor, if any such
         adjustment  shall  previously  have been made upon the issuance of such
         warrants or other  rights  pursuant to Section  3.3(a)(vi).  No further
         adjustments of the number of shares of Common Stock for which this Note
         is convertible  and the  Conversion  Price then in effect shall be made
         upon the actual issue of such Common Stock upon  conversion or exchange
         of such Convertible Securities.

         Superseding  Adjustment.  If, at any time after any  adjustment  of the
         number of shares of Common Stock for which this Note is convertible and
         the  Conversion  Price then in effect shall have been made  pursuant to
         Section 3.3(a)(vi) or Section 3.3(a)(vii) as the result of any issuance
         of  warrants,  other  rights or  Convertible  Securities,  and (i) such
         warrants or other  rights,  or the right of  conversion  or exchange in
         such other Convertible  Securities,  shall expire, and all or a portion
         of such  warrants  or  other  rights,  or the  right of  conversion  or
         exchange  with  respect to all or a portion  of such other  Convertible
         Securities,  as the case may be shall not have been exercised,  or (ii)
         the  consideration  per  share for  which  shares  of Common  Stock are
         issuable  pursuant to such  warrants or other  rights,  or the terms of
         such other Convertible Securities,  shall be increased solely by virtue
         of  provisions  therein  contained  for an  automatic  increase in such
         consideration  per share upon the  occurrence  of a  specified  date or
         event, then for each outstanding Note such previous adjustment shall be
         rescinded and annulled and the Additional  Shares of Common Stock which
         were  deemed to have been issued by virtue of the  computation  made in
         connection  with the  adjustment  so rescinded  and  annulled  shall no
         longer be deemed  to have  been  issued by virtue of such  computation.
         Upon the occurrence of an event set forth in this Section  3.3(a)(viii)
         above,  there  shall  be a  recomputation  made of the  effect  of such
         warrants,  other rights or options or other  Convertible  Securities on
         the basis of: (i)  treating the number of  Additional  Shares of Common

                                       10
<PAGE>

         Stock  or  other  property,  if any,  theretofore  actually  issued  or
         issuable  pursuant to the  previous  exercise  of any such  warrants or
         other rights or any such right of  conversion  or  exchange,  as having
         been  issued  on the date or dates  of any  such  exercise  and for the
         consideration  actually  received  and  receivable  therefor,  and (ii)
         treating  any  such   warrants  or  other  rights  or  any  such  other
         Convertible  Securities  which then remain  outstanding  as having been
         granted or issued  immediately  after the time of such  increase of the
         consideration  per  share for  which  shares  of Common  Stock or other
         property  are  issuable  under such  warrants or other  rights or other
         Convertible  Securities;  whereupon a new  adjustment  of the number of
         shares of  Common  Stock for  which  this Note is  convertible  and the
         Conversion  Price then in effect  shall be made,  which new  adjustment
         shall supersede the previous adjustment so rescinded and annulled.

         Consideration  for  Stock.  In case any  shares of Common  Stock or any
         Common Stock  Equivalents  shall be issued or sold: in connection  with
         any  merger  or  consolidation  in which  the  Maker  is the  surviving
         corporation  (other  than any  consolidation  or  merger  in which  the
         previously  outstanding  shares of Common  Stock of the Maker  shall be
         changed to or exchanged  for the stock or other  securities  of another
         corporation), the amount of consideration therefore shall be, deemed to
         be the fair value,  as determined  reasonably  and in good faith by the
         Board of  Directors  of the  Maker,  of such  portion of the assets and
         business of the nonsurviving corporation as such Board may determine to
         be attributable to such shares of Common Stock, Convertible Securities,
         rights or warrants  or options,  as the case may be; or in the event of
         any  consolidation or merger of the Maker in which the Maker is not the
         surviving corporation or in which the previously  outstanding shares of
         Common Stock of the Maker shall be changed  into or  exchanged  for the
         stock or other  securities of another  corporation,  or in the event of
         any sale of all or  substantially  all of the  assets  of the Maker for
         stock or other securities of any corporation, the Maker shall be deemed
         to have  issued a number  of shares  of its  Common  Stock for stock or
         securities or other property of the other  corporation  computed on the
         basis  of the  actual  exchange  ratio  on which  the  transaction  was
         predicated,  and for a consideration  equal to the fair market value on
         the date of such  transaction  of all such stock or securities or other
         property of the other corporation.  If any such calculation  results in
         adjustment of the applicable  Conversion Price, or the number of shares
         of  Common  Stock   issuable  upon   conversion   of  this  Note,   the
         determination  of the  applicable  Conversion  Price or the  number  of
         shares  of  Common  Stock  issuable  upon  conversion  of the  Series C
         Preferred  Stock  immediately  prior to such merger,  consolidation  or
         sale,  shall be made  after  giving  effect to such  adjustment  of the
         number of shares of Common Stock issuable upon conversion of the Note.

                  Record  Date.  In case the  Maker  shall  take  record  of the
holders of its Common Stock for the purpose of entitling  them to subscribe  for
or purchase Common Stock or Convertible  Securities,  then the date of the issue
or sale of the shares of Common Stock shall be deemed to be such record date.

                  Certain  Issues  Excepted.  Anything  herein  to the  contrary
notwithstanding,  the Maker shall not be required to make any  adjustment of the
number of shares of Common Stock issuable upon  conversion of this Note upon the
grant  after the Closing  Date of, or the  exercise  after the Closing  Date of,
options or warrants or rights to purchase stock under the Maker's existing stock
option plan.

                  No  Impairment.  The Maker  shall  not,  by  amendment  of its
Certificate of Incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other

                                       11
<PAGE>

voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  hereunder  by the Maker,  but will at all
times in good faith,  assist in the carrying out of all the  provisions  of this
Section  3.3  and in the  taking  of all  such  action  as may be  necessary  or
appropriate  in order to protect  the  Conversion  Rights of the Holder  against
impairment.  In the event the Holder  shall elect to convert any portion of this
Note as provided herein,  the Maker cannot refuse  conversion based on any claim
that Holder or any one associated or affiliated with the Holder has been engaged
in any  violation  of law,  unless,  an  injunction  from a  court,  on  notice,
restraining and/or adjoining conversion of all or any portion of this Note shall
have been issued and the Maker posts a surety bond for the benefit of the Holder
in the amount of the difference between the Conversion Price and the Closing Bid
Price  on the  trading  day  preceding  the  date  of the  attempted  conversion
multiplied  by the principal  amount of this Note sought to be converted,  which
bond shall remain in effect until the  completion of  arbitration/litigation  of
the  dispute  and the  proceeds  of which shall be payable to such holder in the
event it obtains judgment.

                  Certificates  as  to  Adjustments.  Upon  occurrence  of  each
adjustment or readjustment of the Conversion Price or number of shares of Common
Stock issuable upon conversion of this Note pursuant to Section 3.3 hereof,  the
Maker at its expense shall promptly  compute such  adjustment or readjustment in
accordance with the terms hereof and furnish to the Holder a certificate setting
forth such adjustment and  readjustment,  showing in detail the facts upon which
such adjustment or readjustment is based. The Maker shall,  upon written request
of the Holder,  at any time,  furnish or cause to be  furnished to such holder a
like  certificate   setting  forth  such  adjustments  and  readjustments,   the
applicable  Conversion  Price in effect at the time, and the number of shares of
Common Stock and the amount,  if any, of other  securities or property  which at
the time would be received upon the conversion of this Note. Notwithstanding the
foregoing, the Maker shall not be obligated to deliver a certificate unless such
certificate  would  reflect an increase or decrease of at least one percent (1%)
of such adjusted amount.

                  Issue  Taxes.  The Maker shall pay any and all issue and other
taxes,  excluding  federal,  state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of this
Note pursuant thereto; provided,  however, that the Maker shall not be obligated
to pay any transfer taxes resulting from any transfer requested by any holder in
connection with any such conversion.

                  Fractional  Shares. No fractional shares of Common Stock shall
be issued upon  conversion  of this Note.  In lieu of any  fractional  shares to
which the Holder would otherwise be entitled,  the Maker shall pay cash equal to
the product of such fraction multiplied by the average of the Closing Bid Prices
of the  Common  Stock  for the five (5)  consecutive  trading  days  immediately
preceding the Conversion Date.

                  Reservation of Common Stock. The Maker shall at all times when
this Note shall be outstanding, reserve and keep available out of its authorized
but unissued  Common  Stock,  such number of share of Common Stock as shall from
time to time be  sufficient  to  effect  the  conversion  of this  Note  and all
interest accrued thereon;  provided that the number of shares of Common Stock so
reserved  shall at no time be less than  200% of the  number of shares of Common
Stock  for which  this Note and all  interest  accrued  thereon  are at any time
convertible.  The Maker  shall,  from time to time in  accordance  with the Utah
Revised Business Corporation Act, as amended,  increase the authorized number of
shares of Common Stock if at any time the unissued  number of authorized  shares
shall not be  sufficient to satisfy the Maker's  obligations  under this Section
3.3.

                  Regulatory  Compliance.  If any  shares of Common  Stock to be
reserved  for the purpose of  conversion  of this Note or any  interest  accrued
thereon  require  registration  or listing with or approval of any  governmental
authority,  stock exchange or other  regulatory  body under any federal or state
law or  regulation  or  otherwise  before such  shares may be validly  issued or

                                       12
<PAGE>

delivered upon  conversion,  the Maker shall,  at its sole cost and expense,  in
good  faith  and  as  expeditiously   as  possible,   endeavor  to  secure  such
registration, listing or approval, as the case may be.

         Inability to Fully Convert.

                  Holder's  Option if Maker Cannot Fully  Convert.  If, upon the
Maker's receipt of a Conversion  Notice, the Maker cannot issue shares of Common
Stock  registered  for resale under the  Registration  Statement for any reason,
including, without limitation,  because the Maker (x) does not have a sufficient
number of shares of Common  Stock  authorized  and  available,  (y) is otherwise
prohibited  by  applicable  law or by the  rules  or  regulations  of any  stock
exchange,  interdealer  quotation system or other  self-regulatory  organization
with  jurisdiction  over the Maker or any of its securities  from issuing all of
the Common  Stock which is to be issued to the Holder  pursuant to a  Conversion
Notice or (z)  fails to have a  sufficient  number  of  shares  of Common  Stock
registered  for resale under the  Registration  Statement,  then the Maker shall
issue as many shares of Common Stock as it is able to issue in  accordance  with
the Holder's  Conversion  Notice and pursuant to Section  3.1(a) above and, with
respect to the unconverted  portion of the Note, the Holder,  solely at Holder's
option, can elect to:

         require  the Maker to  prepay  that  portion  of the Note for which the
         Maker is unable to issue Common Stock in  accordance  with the Holder's
         Conversion  Notice (the  "Mandatory  Prepayment")  at a price per share
         equal to 150% of the principal  amount of the Note outstanding plus any
         accrued and unpaid  interest as of such Conversion Date (the "Mandatory
         Prepayment Price");

         if the  Maker's  inability  to fully  convert  is  pursuant  to Section
         3.4(a)(z) above, require the Maker to issue restricted shares of Common
         Stock in accordance with such holder's  Conversion  Notice and pursuant
         to Section 3.1(a) above;  void its Conversion Notice and retain or have
         returned,  as the  case  may be,  the  Note  that  was to be  converted
         pursuant to the Conversion  Notice  (provided that the Holder's voiding
         its Conversion Notice shall not effect the Maker's  obligations to make
         any payments which have accrued prior to the date of such notice).

                  Mechanics of  Fulfilling  Holder's  Election.  The Maker shall
immediately  send via facsimile to the Holder,  upon receipt of a facsimile copy
of a  Conversion  Notice  from the Holder  which  cannot be fully  satisfied  as
described in Section  3.4(a) above,  a notice of the Maker's  inability to fully
satisfy the Conversion  Notice (the "Inability to Fully Convert  Notice").  Such
Inability to Fully Convert Notice shall indicate (i) the reason why the Maker is
unable to fully satisfy such holder's  Conversion Notice, (ii) the amount of the
Note which cannot be converted  and (iii) the  applicable  Mandatory  Prepayment
Price.  The Holder shall  notify the Maker of its  election  pursuant to Section
3.4(a) above by delivering written notice via facsimile to the Maker ("Notice in
Response to Inability to Convert").

                  Payment of  Mandatory  Prepayment  Price.  If the Holder shall
elect to have its shares prepaid pursuant to Section  3.4(a)(i) above, the Maker
shall pay the Mandatory  Prepayment  Price in cash to the Holder within five (5)
days of the Maker's  receipt of the Holder's  Notice in Response to Inability to
Convert,  provided that prior to the Maker's  receipt of the Holder's  Notice in
Response to  Inability  to Convert  the Maker has not  delivered a notice to the
Holder stating,  to the satisfaction of the Holder,  that the event or condition
resulting in the Mandatory  Prepayment has been cured and all Conversion  Shares
issuable  to the Holder can and will be  delivered  to the Holder in  accordance
with the terms of Section 3.1(b).  If the Maker shall fail to pay the applicable
Mandatory  Prepayment Price to the Holder on a timely basis as described in this
Section 3.4(c) (other than pursuant to a dispute as to the  determination of the
arithmetic  calculation of the Prepayment  Price), in addition to any remedy the
Holder may have under this Note and the Purchase  Agreement,  such unpaid amount
shall bear interest at the rate of 2.0% per month  (prorated for partial months)
until paid in full. Until the full Mandatory Prepayment Price is paid in full to

                                       13
<PAGE>

the Holder,  the Holder may (i) void the  Mandatory  Prepayment  with respect to
that portion of the Note for which the full Mandatory  Prepayment  Price has not
been paid,  (ii) receive back such Note,  and (iii) require that the  Conversion
Price of such  returned  Note be  adjusted  to the lesser of (A) the  Conversion
Price  as in  effect  on the date on  which  the  Holder  voided  the  Mandatory
Prepayment and (B) the lowest  Closing Bid Price during the period  beginning on
the  Conversion  Date and  ending on the date the Holder  voided  the  Mandatory
Prepayment.

PREPAYMENT

         Prepayment Options.

                  Prepayment. Notwithstanding anything to the contrary contained
herein, the Holder shall have the right, at such Holder's option, to require the
Maker to prepay all or a portion  of the  outstanding  principal  amount and any
interest  accrued and outstanding  under this Note at a cash price equal to 150%
of the outstanding  principal  amount plus any interest  accrued and outstanding
which the Holder elects to have prepaid (the "Prepayment Price"), provided, that
such  prepayment  is requested (i) on or after the 121st day after the Form SB-2
Effectiveness  Date or (ii)  upon  the  occurrence  of a Major  Transaction  (as
defined in Section  4.1(e)  below) or a Triggering  Event (as defined in Section
4.1(e) below).  Nothing in this Section  4.1(a) shall limit the Holder's  rights
under Section 2.2 hereof.

                  Mechanics of  Prepayment  at Option of Holder.  Within one (1)
day after the occurrence of a Major Transaction or a Triggering Event, the Maker
shall  deliver  written  notice  thereof via  facsimile  and  overnight  courier
("Notice  of a  Prepayment  Event") to the  Holder.  At any time on or after the
121st day after the Form SB-2  Effectiveness Date or the earlier of the Holder's
receipt of a Notice of a Prepayment  Event and Holder  becoming aware of a Major
Transaction  or a Triggering  Event,  the Holder may require the Maker to prepay
all or a portion of the outstanding  principal  amount and any interest  accrued
and  outstanding  under  this Note by  delivering  written  notice  thereof  via
facsimile and overnight  courier ("Notice of Prepayment at Option of Holder") to
the Maker,  which Notice of  Prepayment  at Option of Holder shall  indicate the
amount of principal and interest  accrued and  outstanding  under this Note that
the Holder is electing to have prepaid and the applicable Prepayment Price.

                  Payment of  Prepayment  Price.  Upon the Maker's  receipt of a
Notice  of  Prepayment  at Option of Holder  from the  Holder,  the Maker  shall
immediately notify the Holder by facsimile of the Maker's receipt of a Notice of
Prepayment at Option of Holder and the Holder which has sent such a notice shall
promptly submit to the Maker this Note which Holder has elected to have prepaid.
The Maker shall pay the Prepayment Price to Holder within five (5) business days
after the  Maker's  receipt  of a Notice  of  Prepayment  at  Option of  Holder;
provided that this Note shall have been so delivered to the Maker.  If the Maker
shall fail to prepay all of the  Prepayment  Price  (other  than  pursuant  to a
dispute as to the arithmetic  calculation of the Prepayment  Price), in addition
to any remedy the Holder  may have  under  this Note,  the  Registration  Rights
Agreement and the Purchase Agreement, the Prepayment Price payable in respect of
such unprepaid Notes shall bear interest at the rate of 2.0% per month (prorated
for  partial  months)  until  paid in full.  Until  the Maker  pays such  unpaid
Prepayment  Price in full to the Holder,  the Holder  shall have the option (the
"Void Optional Prepayment Option") to, in lieu of prepayment,  require the Maker
to promptly  return to the Holder this Note that was submitted for prepayment by
Holder  under this Section 4.1 and for which the  Prepayment  Price has not been
paid, by sending  written  notice  thereof to the Maker via facsimile (the "Void
Optional  Prepayment  Notice").  Upon the Maker's  receipt of such Void Optional
Prepayment  Notice(s)  and  prior to  payment  of the full  Prepayment  Price to
Holder,  (i) the  Notice(s) of  Prepayment at Option of Holder shall be null and

                                       14
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void  with  respect  to this Note  submitted  for  prepayment  and for which the
Prepayment Price has not been paid and (ii) the Maker shall  immediately  return
this Note submitted to the Maker by the Holder for prepayment under this Section
4.1(c) and for which the Prepayment Price has not been paid. A Holder's delivery
of a Void Optional  Prepayment  Notice and exercise of its rights following such
notice shall not effect the Maker's  obligations to make any payments which have
accrued prior to the date of such notice.

                  Maker's Prepayment Option. The Maker may prepay, at the option
of its Board of  Directors,  all or any  portion  of the  outstanding  principal
amount of this Note and the accrued and unpaid  interest  thereon  upon five (5)
business days prior written notice to the Holder (the "Maker Prepayment Notice")
at a cash  price  equal to 150% of the  outstanding  principal  amount  plus any
interest  accrued and  outstanding  (the "Maker  Prepayment  Price");  provided,
however,  that if the Holder has  delivered a Conversion  Notice to the Maker or
delivers a Conversion Notice after receipt of the Maker's Prepayment Notice, the
portion of the Note  designated to be converted may not be prepaid by the Maker.
The Maker may not  deliver a Maker  Prepayment  Notice to the Holder  unless the
Maker has clear and good  funds for a minimum of the amount it intends to prepay
in a bank account  controlled by the Maker.  The Maker  Prepayment  Notice shall
state the date of prepayment (the "Maker Prepayment Date"), the Maker Prepayment
Price,  the  amount of the Note of such  Holder  to be  prepaid,  the  amount of
accrued and unpaid  interest  through the Maker  Prepayment  Date and shall call
upon the Holder to  surrender to the Maker on the Maker  Prepayment  Date at the
place  designated in the Maker  Prepayment  Notice such Holder's Note. The Maker
Prepayment  Date shall be no more than five (5)  trading  days after the date on
which the  Holder is  notified  of the  Maker's  intent to prepay  the Note (the
"Maker  Prepayment Notice Date"). If the Maker fails to pay the Prepayment Price
by the sixth (6th) trading day following the Maker  Prepayment  Notice Date, the
prepayment  will be declared null and void and the Maker shall lose its right to
deliver a Maker Prepayment  Notice to the Holder in the future.  On or after the
Maker  Prepayment  Date,  the  Holder  shall  surrender  the  Notes  called  for
prepayment to the Maker at the place designated in the Maker  Prepayment  Notice
and shall  thereupon  be  entitled  to receive  payment of the Maker  Prepayment
Price.

                  For purposes of this Note, (1) "Major  Transaction"  means the
consummation of any of the following transactions: (i) the consolidation, merger
or other  business  combination  of the  Maker  with or into a person  or entity
(other than (A) pursuant to a migratory  merger  effected solely for the purpose
of  changing  the   jurisdiction  of   incorporation  of  the  Maker  or  (B)  a
consolidation,  merger or other  business  combination  in which  holders of the
Maker's  or  any of its  subsidiaries  voting  power  immediately  prior  to the
transaction continue after the transaction to hold, directly or indirectly,  the
voting power of the surviving  entity or entities  necessary to elect a majority
of the members of the board of directors  (or their  equivalent  if other than a
corporation)  of such entity or  entities);  (ii) the sale or transfer of all or
substantially  all of the Maker's or any of its subsidiaries  assets;  (iii) the
consummation of a purchase, tender or exchange offer made to the holders of more
than 30% of the outstanding  shares of Common Stock; or (iv) the  reorganization
or  reclassification  of the Maker's capital stock,  and (2) "Triggering  Event"
means  (i) the  completion  of any  additional  financing  of  Maker,  (ii)  any
representation  or warranty  made by the Maker shall prove to have been false or
incorrect  at the time when made or (iii) Maker has breached a covenant or other
term or condition of the Purchase Agreement or any other Transaction Document.

                                       15
<PAGE>

MISCELLANEOUS

         Notices.  Any notice,  demand,  request,  waiver or other communication
required or  permitted  to be given  hereunder  shall be in writing and shall be
effective  (a) upon hand  delivery by telecopy  or  facsimile  at the address or
number  designated  in the Purchase  Agreement  (if  delivered on a business day
during normal business hours where such notice is to be received),  or the first
business day following such delivery (if delivered  other than on a business day
during normal  business hours where such notice is to be received) or (b) on the
second  business day following the date of mailing by express  courier  service,
fully  prepaid,  addressed  to such  address,  or upon  actual  receipt  of such
mailing,  whichever shall first occur. The Maker will give written notice to the
Holder at least thirty (30) days prior to the date on which the Maker closes its
books or takes a record (x) with  respect to any dividend or  distribution  upon
the Common Stock, (y) with respect to any pro rata subscription offer to holders
of Common  Stock or (z) for  determining  rights to vote with respect to a Major
Transaction or a Triggering Event, dissolution, liquidation or winding-up and in
no event shall such notice be provided to such holder prior to such  information
being made known to the public.  The Maker will also give written  notice to the
Holder  at least  twenty  (20)  days  prior  to the  date on which  dissolution,
liquidation  or winding-up  will take place and in no event shall such notice be
provided to the Holder prior to such information being made known to the public.

         Governing  Law.  This  Note  shall  be  governed  by and  construed  in
accordance  with the  internal  laws of the  State of New York,  without  giving
effect to the choice of law  provisions.  This Note shall not be  interpreted or
construed  with any  presumption  against  the  party  causing  this  Note to be
drafted.

         Headings. Article and section headings in this Note are included herein
for purposes of convenience of reference only and shall not constitute a part of
this Note for any other purpose.

         Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief.  The remedies  provided in this Note shall be cumulative and in addition
to all other remedies available under this Note, at law or in equity (including,
without  limitation,  a decree of specific  performance  and/or other injunctive
relief),  no remedy contained herein shall be deemed a waiver of compliance with
the  provisions  giving  rise to such remedy and  nothing  herein  shall limit a
holder's  right to pursue actual  damages for any failure by the Maker to comply
with the terms of this Note.  Amounts  set forth or  provided  for  herein  with
respect to  payments  and the like (and the  computation  thereof)  shall be the
amounts to be received by the holder thereof and shall not,  except as expressly
provided  herein,  be  subject  to any  other  obligation  of the  Maker (or the
performance  thereof).  The  Maker  acknowledges  that  a  breach  by it of  its
obligations hereunder will cause irreparable and material harm to the Holder and
that the remedy at law for any such  breach  may be  inadequate.  Therefore  the
Maker agrees that,  in the event of any such breach or  threatened  breach,  the
Holder  shall be  entitled,  in  addition  to all  other  available  rights  and
remedies,  at law or in  equity,  to seek  and  obtain  such  equitable  relief,
including  but not  limited  to an  injunction  restraining  any such  breach or
threatened  breach,  without the necessity of showing  economic loss and without
any bond or other security being required.

         Enforcement Expenses. The Maker agrees to pay all costs and expenses of
enforcement of this Note, including,  without limitation,  reasonable attorneys'
fees and expenses.

         Binding  Effect.  The obligations of the Maker and the Holder set forth
herein  shall be binding  upon the  successors  and  assigns of each such party,
whether or not such successors or assigns are permitted by the terms hereof.

         Amendments.  This Note may not be  modified  or  amended  in any manner
except in writing executed by the Maker and the Holder.

         Compliance with Securities  Laws. The Holder of this Note  acknowledges
that this Note is being acquired  solely for the Holder's own account and not as
a nominee for any other party, and for investment, and that the Holder shall not

                                       16
<PAGE>

offer,  sell or otherwise dispose of this Note. This Note and any Note issued in
substitution  or  replacement  therefore  shall be stamped or  imprinted  with a
legend in substantially the following form:

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT
         BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS REGISTERED UNDER
         THE  SECURITIES  ACT AND  UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR
         COMMERCIAL CONCEPTS, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL
         THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
         THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

         Consent  to  Jurisdiction.  Each of the Maker and the Holder (i) hereby
irrevocably  submits to the  jurisdiction  of the United States  District  Court
sitting in the Southern  District of New York and the courts of the State of New
York  located  in New York  county  for the  purposes  of any  suit,  action  or
proceeding  arising out of or relating to this Note and (ii) hereby waives,  and
agrees not to assert in any such suit,  action or proceeding,  any claim that it
is not  personally  subject to the  jurisdiction  of such court,  that the suit,
action or  proceeding is brought in an  inconvenient  forum or that the venue of
the suit,  action or  proceeding  is improper.  Each of the Maker and the Holder
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy  thereof to such party at the address in effect for notices to it
under the Purchase  Agreement and agrees that such service shall constitute good
and sufficient  service of process and notice  thereof.  Nothing in this Section
5.9  shall  affect  or limit any  right to serve  process  in any  other  manner
permitted by law.

         Parties in  Interest.  This Note shall be  binding  upon,  inure to the
benefit  of and be  enforceable  by the Maker,  the Holder and their  respective
successors and permitted assigns.

         Failure or  Indulgence  Not Waiver.  No failure or delay on the part of
the Holder in the  exercise of any power,  right or  privilege  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

         Maker Waivers.  Except as otherwise  specifically  provided herein, the
Maker  and  all  others  that  may  become  liable  for  all or any  part of the
obligations evidenced by this Note, hereby waive presentment,  demand, notice of
nonpayment,  protest and all other  demands' and notices in connection  with the
delivery,  acceptance,  performance  and enforcement of this Note, and do hereby
consent to any number of renewals of  extensions  of the time or payment  hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon,  all without affecting the liability
of the other persons, firms or Maker liable for the payment of this Note, AND DO
HEREBY WAIVE TRIAL BY JURY.

         No delay or omission on the part of the Holder in exercising its rights
under this Note, or course of conduct relating hereto, shall operate as a waiver
of such  rights or any other  right of the  Holder,  nor shall any waiver by the
Holder of any such right or rights on any one occasion be deemed a waiver of the
same right or rights on any future occasion.

         THE MAKER  ACKNOWLEDGES  THAT THE  TRANSACTION  OF WHICH THIS NOTE IS A
PART IS A COMMERCIAL  TRANSACTION,  AND TO THE EXTENT ALLOWED BY APPLICABLE LAW,
HEREBY  WAIVES ITS RIGHT TO NOTICE AND HEARING WITH  RESPECT TO ANY  PREJUDGMENT
REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

                                            COMMERCIAL CONCEPTS, INC.



                                            By:  ______________________________
                                                 Name:
                                                 Title:

                                       17
<PAGE>

EXHIBIT A

WIRE INSTRUCTIONS



Payee: _______________________________________________________

Bank:  _______________________________________________________

Address: _____________________________________________________
         _____________________________________________________


Bank No.: ____________________________________________________

Account No.:  ________________________________________________

Account Name: ________________________________________________


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