Exhibit 4.5

THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE AND THE
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT  AS TO THIS NOTE UNDER  SAID ACT OR AN  OPINION OF COUNSEL  REASONABLY
SATISFACTORY  TO  COMMERCIAL  CONCEPTS,  INC.  THAT  SUCH  REGISTRATION  IS  NOT
REQUIRED.

                            SECURED CONVERTIBLE NOTE

                  FOR  VALUE  RECEIVED,   COMMERCIAL  CONCEPTS,   INC.,  a  Utah
corporation  ("Borrower" or "Company"),  hereby promises to pay to LAURUS MASTER
FUND, LTD., c/o Onshore Corporate Services Ltd., P.O. Box 1234 G.T.,  Queensgate
House, South Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the
"Holder") on order,  without demand,  the sum of Five Hundred  Thousand  Dollars
($500,000.00),  with simple interest  accruing at the annual rate of 8%, on June
14, 2003 (the "Maturity Date").

                  The following terms shall apply to this Note:

                                    ARTICLE I

                           DEFAULT RELATED PROVISIONS

                  1.1 Payment Grace Period.  The Borrower  shall have a ten (10)
day grace  period to pay any monetary  amounts due under this Note,  after which
grace period a default  interest  rate of twenty  percent  (20%) per annum shall
apply to the amounts owed hereunder.

                  1.2 Conversion Privileges. The Conversion Privileges set forth
in Article II shall  remain in full force and effect  immediately  from the date
hereof and until the Note is paid in full.

                  1.3 Interest  Rate.  Subject to the Holder's right to convert,
interest  payable on this Note shall accrue at the annual rate of eight  percent
(8%) and be payable in  arrears  commencing  September  30,  2001 and  quarterly
thereafter,  and on the  Maturity  Date,  accelerated  or  otherwise,  when  the
principal and remaining accrued but unpaid interest shall be due and payable, or
sooner as described below.

<PAGE>

                                   ARTICLE II

                                CONVERSION RIGHTS

                  The  Holder  shall  have the right to  convert  the  principal
amount and  interest  due under this Note into Shares of the  Borrower's  Common
Stock as set forth below.

                  2.1. Conversion into the Borrower's Common Stock.

                  (a) The  Holder  shall  have  the  right  from and  after  the
issuance  of this Note and then at any time  until this Note is fully  paid,  to
convert any outstanding and unpaid principal portion of this Note, and/or at the
Holder's election, the interest accrued on the Note, (the date of giving of such
notice  of  conversion   being  a   "Conversion   Date")  into  fully  paid  and
nonassessable  shares of common  stock of Borrower  as such stock  exists on the
date of issuance of this Note,  or any shares of capital  stock of Borrower into
which such stock shall hereafter be changed or reclassified (the "Common Stock")
at the  conversion  price as defined in Section  2.1(b) hereof (the  "Conversion
Price"), determined as provided herein. Upon delivery to the Company of a Notice
of Conversion as described in Section 9 of the  subscription  agreement  entered
into  between the Company  and Holder  relating to this Note (the  "Subscription
Agreement") of the Holder's written request for conversion, Borrower shall issue
and deliver to the Holder within three  business days from the  Conversion  Date
that number of shares of Common  Stock for the portion of the Note  converted in
accordance with the foregoing.  At the election of the Holder,  the Company will
deliver  accrued but unpaid  interest on the Note  through the  Conversion  Date
directly  to the  Holder on or  before  the  Delivery  Date (as  defined  in the
Subscription Agreement).  The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal  (and  interest,  at the  election  of the  Holder)  of the Note to be
converted, by the Conversion Price.

                  (c)  Subject to  adjustment  as  provided  in  Section  2.1(c)
hereof,  the Conversion Price per share shall be the lower of (i) eighty percent
(80%) of the average of the three lowest closing bid prices for the Common Stock
on the NASD OTC Bulletin Board,  NASDAQ SmallCap Market,  NASDAQ National Market
System,  American Stock Exchange,  or New York Stock Exchange  (whichever of the
foregoing is at the time the principal trading exchange or market for the Common
Stock, the "Principal  Market"),  or if not then trading on a Principal  Market,
such other  principal  market or  exchange  where the Common  Stock is listed or
traded for the thirty (30) trading days prior to but not  including  the Closing
Date (as defined in the  Subscription  Agreement) in connection  with which this
Note is issued ("Maximum Base Price"); or (ii) seventy-six percent (76%) percent
of the average of the three  lowest  closing bid prices for the Common  Stock on
the Principal Market,  or on any securities  exchange or other securities market
on which the  Common  Stock is then being  listed or traded,  for the sixty (60)
trading days prior to but not including the Conversion Date.

                  (c) The  Maximum  Base Price  described  in Section  2.1(b)(i)
above  and  number  and kind of  shares or other  securities  to be issued  upon
conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to
adjustment  from time to time upon the  happening  of certain  events while this
conversion right remains outstanding, as follows:

                                       2
<PAGE>

                           A.  Merger,  Sale of Assets,  etc. If the Borrower at
any  time  shall  consolidate  with or  merge  into or  sell  or  convey  all or
substantially  all its assets to any other  corporation,  this  Note,  as to the
unpaid principal portion thereof and accrued interest thereon,  shall thereafter
be deemed to evidence  the right to  purchase  such number and kind of shares or
other  securities and property as would have been issuable or  distributable  on
account of such consolidation,  merger, sale or conveyance, upon or with respect
to the securities  subject to the conversion or purchase right immediately prior
to such consolidation, merger, sale or conveyance. The foregoing provision shall
similarly  apply to  successive  transactions  of a  similar  nature by any such
successor or purchaser.  Without  limiting the generality of the foregoing,  the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

                           B. Reclassification, etc. If the Borrower at any time
shall, by reclassification  or otherwise,  change the Common Stock into the same
or a different  number of securities  of any class or classes,  this Note, as to
the unpaid  principal  portion  thereof  and  accrued  interest  thereon,  shall
thereafter  be deemed to evidence  the right to  purchase an adjusted  number of
such securities and kind of securities as would have been issuable as the result
of such  change  with  respect to the  Common  Stock  immediately  prior to such
reclassification or other change.

                           C. Stock Splits,  Combinations and Dividends.  If the
shares of Common  Stock are  subdivided  or  combined  into a greater or smaller
number of shares of Common  Stock,  or if a dividend is paid on the Common Stock
in shares of Common Stock, the Conversion Price shall be proportionately reduced
in case of subdivision of shares or stock dividend or proportionately  increased
in the case of combination  of shares,  in each such case by the ratio which the
total number of shares of Common Stock outstanding  immediately after such event
bears to the total  number of shares  of Common  Stock  outstanding  immediately
prior to such event.

                                       3
<PAGE>

                           D. Share Issuance.  Subject to the provisions of this
Section,  if the  Borrower  at any time shall  issue any shares of Common  Stock
prior to the conversion of the entire  principal  amount of the Note  (otherwise
than  as:  (i)  provided  in  Sections  2.1(c)A,  2.1(c)B  or  2.1(c)C  or  this
subparagraph  D; (ii) pursuant to options,  warrants,  or other  obligations  to
issue  shares,  outstanding  on the date hereof as  described in the Reports and
Other  Written  Information,  as such  terms  are  defined  in the  Subscription
Agreement (which agreement is incorporated  herein by this reference);  or (iii)
Excepted  Issuances,  as defined in  Section 12 of the  Subscription  Agreement;
((i), (ii) and (iii) above, are hereinafter  referred to as the "Existing Option
Obligations")  for a consideration  less than the Conversion Price that would be
in effect at the time of such issue, then, and thereafter successively upon each
such issue, the Conversion Price shall be reduced as follows:  (i) the number of
shares of Common  Stock  outstanding  immediately  prior to such issue  shall be
multiplied by the  Conversion  Price in effect at the time of such issue and the
product shall be added to the aggregate  consideration,  if any, received by the
Borrower upon such issue of additional  shares of Common Stock; and (ii) the sum
so obtained shall be divided by the number of shares of Common Stock outstanding
immediately  after such issue.  The  resulting  quotient  shall be the  adjusted
conversion price.  Except for the Existing Option  Obligations,  for purposes of
this adjustment, the issuance of any security of the Borrower carrying the right
to convert such security into shares of Common Stock or of any warrant, right or
option to purchase  Common Stock shall result in an adjustment to the Conversion
Price  upon the  issuance  of shares  of  Common  Stock  upon  exercise  of such
conversion or purchase rights.

                  (d) During the period the  conversion  right exists,  Borrower
will reserve from its authorized and unissued  Common Stock a sufficient  number
of shares to provide for the issuance of Common  Stock upon the full  conversion
of this Note. Borrower  represents that upon issuance,  such shares will be duly
and validly  issued,  fully paid and  non-assessable.  Borrower  agrees that its
issuance of this Note shall  constitute full authority to its officers,  agents,
and transfer agents who are charged with the duty of executing and issuing stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock upon the conversion of this Note.

                  2.2 Method of  Conversion.  This Note may be  converted by the
Holder  in  whole or in part as  described  in  Section  2.1(a)  hereof  and the
Subscription  Agreement.  Upon  partial  conversion  of this  Note,  a new  Note
containing  the same date and  provisions of this Note shall,  at the request of
the Holder, be issued by the Borrower to the Holder for the principal balance of
this Note and interest which shall not have been converted or paid.

                                   ARTICLE III

                                EVENT OF DEFAULT

                  The  occurrence  of any of the  following  events  of  default
("Event of Default") shall, at the option of the Holder hereof, make all sums of
principal  and  interest  then  remaining  unpaid  hereon and all other  amounts
payable hereunder  immediately due and payable, all without demand,  presentment
or notice, or grace period, all of which hereby are expressly waived,  except as
set forth below:

                  3.1 Failure to Pay Principal or Interest.  The Borrower  fails
to pay any installment of principal or interest hereon when due and such failure
continues  for a period  of ten (10) days  after the due date.  The ten (10) day
period  described in this Section 3.1 is the same ten (10) day period  described
in Section 1.1 hereof.

                  3.2 Breach of  Covenant.  The  Borrower  breaches any material
covenant or other term or  condition  of this Note in any  material  respect and
such breach, if subject to cure,  continues for a period of seven (7) days after
written notice to the Borrower from the Holder.

                  3.3 Breach of  Representations  and  Warranties.  Any material
representation  or warranty of the  Borrower  made herein,  in the  Subscription
Agreement  entered into by the Holder and Borrower in connection with this Note,
or in any agreement,  statement or certificate  given in writing pursuant hereto
or in connection therewith shall be false or misleading in any material respect.

                                       3
<PAGE>

                  3.4 Receiver or Trustee. The Borrower shall make an assignment
for the benefit of creditors,  or apply for or consent to the  appointment  of a
receiver  or  trustee  for it or for a  substantial  part  of  its  property  or
business; or such a receiver or trustee shall otherwise be appointed.

                  3.5  Judgments.  Any money  judgment,  writ or  similar  final
process  shall be entered or filed  against  Borrower or any of its  property or
other  assets for more than  $50,000,  and shall remain  unvacated,  unbonded or
unstayed for a period of forty-five (45) days.

                  3.6  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or
liquidation  proceedings or other proceedings or relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Borrower and if instituted  against Borrower are not dismissed within 45 days of
initiation.

                  3.7  Delisting.   Delisting  of  the  Common  Stock  from  the
Principal  Market or such other principal  exchange on which the Common Stock is
listed  for  trading;  Borrower's  failure  to comply  with the  conditions  for
listing;  or notification  from the Principal Market that the Borrower is not in
compliance with the conditions for such continued listing.

                  3.8 Concession. A concession by the Borrower, after applicable
notice  and cure  periods,  under any one or more  obligations  in an  aggregate
monetary amount in excess of $50,000.

                  3.9 Stop Trade.  An SEC stop trade order or  Principal  Market
trading suspension.

                  3.10  Failure to Deliver  Common  Stock or  Replacement  Note.
Borrower's  failure to timely deliver Common Stock to the Holder pursuant to and
in the form required by this Note and Section 9 of the  Subscription  Agreement,
or if required a replacement Note.

                                       5
<PAGE>

                  3.11    Registration    Default.    The    occurrence   of   a
Non-Registration  Event  as  described  in  Section  10.4  of  the  Subscription
Agreement.

                                   ARTICLE IV

                                  MISCELLANEOUS

                  4.1 Failure or Indulgence  Not Waiver.  No failure or delay on
the part of Holder  hereof 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.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  4.2  Notices.  Any notice  herein  required or permitted to be
given  shall  be in  writing  and  may  be  personally  served  or  sent  by fax
transmission  (with copy sent by regular,  certified  or  registered  mail or by
overnight  courier).  For the purposes hereof, the address and fax number of the
Holder is as set forth on the first page  hereof.  The address and fax number of
the Borrower shall be Commercial  Concepts,  Inc., 324 South 400 West,  Suite B,
Salt Lake City, UT 84101,  telecopier  number:  (801) 328-0542.  Both Holder and
Borrower  may change the address and fax number for service by service of notice
to the other as herein provided. Notice of Conversion shall be deemed given when
made to the Company pursuant to the Subscription Agreement.

                  4.3  Amendment  Provision.  The term "Note" and all  reference
thereto,  as used  throughout  this  instrument,  shall mean this  instrument as
originally executed, or if later amended or supplemented,  then as so amended or
supplemented.

                  4.4  Assignability.  This  Note  shall  be  binding  upon  the
Borrower and its successors  and assigns,  and shall inure to the benefit of the
Holder and its successors and assigns, and may be assigned by the Holder.

                  4.5 Cost of  Collection.  If default is made in the payment of
this Note,  Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys' fees.

                                       6
<PAGE>

                  4.6  Governing  Law.  This  Note  shall  be  governed  by  and
construed  in  accordance  with the laws of the  State of New York.  Any  action
brought  by  either  party  against  the  other   concerning  the   transactions
contemplated  by this Agreement shall be brought only in the state courts of New
York or in the federal courts located in the state of New York. Both parties and
the individual  signing this Agreement on behalf of the Borrower agree to submit
to the  jurisdiction of such courts.  The prevailing  party shall be entitled to
recover from the other party its reasonable attorney's fees and costs.

                  4.7 Maximum Payments. Nothing contained herein shall be deemed
to  establish  or require the payment of a rate of interest or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

                  4.8  Prepayment.  This  Note  may  not be  paid  prior  to the
Maturity Date without the consent of the Holder.

                  4.9  Security  Interest.  The  holder  of this  Note  has been
granted a security  interest in common stock of the Company more fully described
in the Security Agreement, dated April 18, 2001.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       7
<PAGE>

         IN WITNESS  WHEREOF,  Borrower has caused this Note to be signed in its
name by its Chief Executive Officer on this _____ day of June, 2001.

                                             COMMERCIAL CONCEPTS, INC.


                                             By:________________________________



WITNESS:

_________________________________



<PAGE>

                              NOTICE OF CONVERSION

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


         The  undersigned  hereby elects to convert  $_________ of the principal
and  $_________ of the interest due on the Note issued by  COMMERCIAL  CONCEPTS,
INC. on June ____, 2001 into Shares of Common Stock of COMMERCIAL CONCEPTS, INC.
(the  "Company")  according to the  conditions set forth in such Note, as of the
date written below.

Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________