Exhibit 10.17





                   Form of Limited Recourse Convertible Note


Date:  [issuance date]                                            No.: [**001**]


                  SCHIMATIC Cash Transactions Network.com, Inc.

                  LIMITED RECOURSE CONVERTIBLE PROMISSORY NOTE

     These securities have not been registered under the Securities Act of 1933,
as amended (the  "Securities  Act"),  or under the securities laws of any state.
These  securities  are  "restricted  securities"  within the meaning of Rule 144
promulgated  under the  Securities  Act. The  securities  have been acquired for
investment and may not be sold or transferred without complying with Rule 144 in
the  absence  of an  effective  registration  or  an  available  exemption  from
registration under the Securities Act and applicable state statutes.

     SCHIMATIC Cash Transactions Network.com, Inc., a corporation duly organized
and existing under the laws of the state of Florida (hereinafter  referred to as
the  "Company"),  for value  received,  hereby promises to pay to the registered
holder hereof,  the principal amount of ____________  dollars  ($___________) on
the date or dates set forth  below,  upon  presentation  and  surrender  of this
Limited Recourse Convertible Promissory Note (this "Note") at the offices of the
Company at 740 East 3900 South, Second Floor, Murray, Utah 84107, in such lawful
money of the United  States of America as at the time of payment  shall be legal
tender for the  payment of public and private  debts,  and to pay in like lawful
tender  interest  hereon,  from and after the date first above  written,  at the
interest  rate set  forth  below,  until  the  principal  hereof is paid or made
available  for payment as herein  provided.  There  interest so payable will, as
provided  below,  be paid to the person in whose name this Note is registered on
the books of the Company at the close of business on the regular record date for
the payment of such interest.

     This  Note  is  subject  to  the  following   further  terms  and  material
provisions:

     1. Series.  This Note is one of the duly  authorized  issue of notes of the
Company  designated  as its  "Limited  Recourse  Convertible  Promissory  Notes"
limited in  aggregate  principal  amount to One Million  Five  Hundred  Thousand
Dollars  ($1,500,000)  (the "Series"),  commencing June 2001,  issued in various
denominations of like tenor and maturity, except variations necessary to express
the amount and payee of each Note.  All Notes of this  Series  rank  equally and
ratably without priority over one another.

     2. Term and  Interest.  The  principal  of and all accrued  interest on the
Note,  if not  previously  converted  to common stock as provided in paragraph 3
hereof or prepaid as provided in paragraph 4 hereof, shall be due and payable on
or before  December 31, 2003.  The Note shall bear simple  interest at a rate of
20% per month,  payable in shares of restricted common stock of the Company in a
number equal to the amount of the accrued  interest divided by the lesser of the
Market  Price (as defined  below) per share for such common stock as of the last
day on which the common stock is traded during the month for which such interest
is due, or $0.20.  For purposes  hereof,  "Market  Price" shall mean the closing
sales price for the common stock as quoted on a registered  national  securities
exchange or, if not listed on a national exchange,  the Nasdaq Stock Market, or,
if not listed on such an exchange or included on the Nasdaq  Stock  Market,  the
closing sales price on the  over-the-counter  market, or if not traded on any of
the  foregoing,  as  determined  by the  board of  directors  through  any other
reliable  means of  determination  available.  The payment of  principal  of and
interest  on the Note is  subject  to  prepayment  as set forth in  paragraph  4

<PAGE>

hereof.  Principal  and  interest  shall be paid at the  office  of the  Company
maintained for such purpose pursuant hereto.

         3.       Conversion.
                  ----------

               (a) Subject to and in compliance  with the  provisions  contained
          herein, the holder of this Note is entitled,  at such holder's option,
          at any  time  prior to  maturity,  or in the  case  this  Note or some
          portion  hereof  shall have been called for  prepayment  prior to such
          date, then in respect of this Note or such portion  hereof,  until and
          including,  but not after,  the close of business within 30 days after
          the date of notice of prepayment, to convert this Note (or any portion
          of the principal  amount hereof or accrued and unpaid  interest)  into
          fully paid and nonassessable  shares (calculated as to each conversion
          to the nearest share) of common stock,  par value $0.001 per share, of
          the  Company  (the  "Shares")  at a price per share  (the  "Conversion
          Price")  equal to the  lesser of the  Market  Price per share for such
          common stock as of the last business day preceding the conversion date
          or $0.20,  by surrender of this Note, duly endorsed (if so required by
          the Company) or assigned to the Company or in blank, to the Company at
          its offices, accompanied by written notice to the Company, in the form
          set forth below,  that the holder  hereof  elects to convert this Note
          or,  if  less  than  the  entire  principal  amount  hereof  is  to be
          converted, the portion thereof to be converted. No fractions of Shares
          will be issued on conversion,  but instead of any fractional interest,
          the Company will pay cash adjustments as provided herein.

               (b)  Notwithstanding  anything to the contrary set forth  herein,
          this  Note  shall be  converted  automatically  into  Shares  upon the
          occurrence  of  both  (i)  the  receipt  by the  Company's  controlled
          subsidiary,  Smart Chip Technologies,  LLC ("Smart Chip"), of at least
          $2,500,000 in cash equity funding prior to repayment of the Notes, and
          (ii) the original  principal  amount of the Note divided by the number
          of Shares issued or issuable in payment of interest plus the number of
          Shares issued or issuable on conversion  results in an effective price
          per share of $0.10 or less, subject to the right of the holder of this
          Note to convert to equity in Smart Chip as provided in paragraph 10.

     4. Prepayment.  This Note is subject to prepayment, in whole or in part, at
any time upon not less than 30 days' notice by registered  mail, at the election
of the Company, subject to the holder's prior right of conversion as provided in
paragraph  3,  provided,  however,  that the  Company  shall be  precluded  from
prepaying the Note at any time unless the original  principal amount of the Note
divided by the number of Shares  issued or issuable in payment of interest  plus
the number of Shares  issued or issuable on  conversion  results in an effective
price per share of $0.10 or less.  Prepayment  shall be  effected  by paying the
amount equal to the outstanding  principal  amount of the Note plus all interest
accrued to the date of prepayment.  During the 30 days following the date of any
notice of prepayment,  the holder will have the right to convert the outstanding
principal  amount of the Note, or any portion  thereof,  plus accrued but unpaid
interest,  into common stock of the Company on the terms and conditions provided
for in paragraph 3 above. On the date fixed for prepayment, the Note shall cease
to bear interest  with respect to the amount of principal  actually  paid.  Upon
surrender  of any  Note  for  prepayment  in  accordance  with  said  notice  of
prepayment  by the Company,  the amount of  principal  and interest due shall be
paid in cash or certified  funds. Any Note that is prepaid only in part shall be
presented  for notation  thereon by the Company of such partial  prepayment.  If
less than all the Notes of this Series are to be prepaid, notice of the proposed

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<PAGE>

prepayment  shall be sent to the registered  holders of all Notes issued in this
Series, and such prepayment shall be made pro rata.

     5.  Limitations  on Right of Conversion.  Following  receipt of the written
notice of intention to convert this Note,  the Company  shall take such steps as
it deems appropriate to permit conversion of the Note as specified in the notice
without  registration  or  qualification  under  applicable  federal  and  state
securities  laws;  provided,  that in no event  shall the Company be required to
consent to the general service of process or qualify as a foreign corporation in
any jurisdiction where the Note holder resides if such jurisdiction is different
than such Note holder's residence when the Note was originally offered and sold.
In order to comply with  exemptions  from the  registration  requirements of the
Securities Act and certain state  securities  statutes,  the Company may require
the holder of this Note to make certain  representations and execute and deliver
to the Company  certain  documents as a condition to exercise of the  conversion
rights  hereunder,  all in form and  substance  satisfactory  to the  Company as
determined  in  its  sole  discretion.  In  the  event  the  Company  reasonably
determines  that the Note cannot be  converted  in  compliance  with  applicable
federal  and  state   securities   laws  in  the  absence  of   registration  or
qualification  under such statutes,  the Company shall be under no obligation to
permit conversion of the Note and issue any Shares pursuant hereto.

     6.  Satisfaction  and  Discharge  of Note.  This Note shall  cease to be of
further effect (except as to any surviving  rights of conversion,  transfer,  or
exchange of Notes herein expressly provided for) when:

          (a) the  Company  has  paid or  caused  to be paid  all  sums  payable
     hereunder  by the Company,  including  all  principal  amounts and interest
     accrued under this Note; and

          (b) all the conditions  precedent  herein provided for relating to the
     satisfaction and discharge of this Note have been complied with.

     7. Events of Default.  "Event of default"  when used  herein,  whatever the
reason  for such  event of  default,  and  whether  it  shall  be  voluntary  or
involuntary,  effected by operation of law pursuant to any judgment,  decree, or
order of any court or any order,  rule, or regulation of any  administrative  or
governmental  body, or caused by the provisions of any paragraph  herein,  means
any one of the following events:

          (a)  default  in the  payment  of any  interest  on this  Note when it
     becomes due and payable, and continuance of such default for a period of 30
     days;

          (b) default in the payment of the principal of any Note in this Series
     when due, whether at maturity, upon repayment, or otherwise;

          (c) default in the  performance  or breach of any covenant or warranty
     of the Company in this Note (other than a covenant or warranty,  the breach
     or  default  in   performance   of  which  is  elsewhere  in  this  section
     specifically  dealt with),  and  continuation of such default or breach for
     period of 60 days after there has been given to the  Company by  registered
     or certified mail, by the holders of a majority in principal  amount of the
     outstanding  Notes in this Series, a written notice specifying such default

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<PAGE>

     or breach and requiring it to be remedied and stating that such notice is a
     notice of default hereunder;

          (d) the entry of a decree or order by a court having  jurisdiction  in
     the premises adjudging the Company a bankrupt or insolvent,  or composition
     of or in respect of the  Company  under the Federal  Bankruptcy  Act or any
     other   applicable   federal  or  state  law,  or  appointing  a  receiver,
     liquidator,  assignee, trustee, sequestrator (or other similar official) of
     the Company or of any  substantial  part of its  property,  or ordering the
     winding up or liquidation of its affairs,  and the  continuance of any such
     decree or order unstayed and in effect for a period of 60 consecutive days;
     or

          (e) the  institution by the Company of proceedings to be adjudicated a
     bankrupt  or  insolvent,  or  the  consent  by it  to  the  institution  of
     bankruptcy  or  insolvency  proceedings  against it, or a filing by it of a
     petition or answer or consent  seeking  reorganization  or relief under the
     Federal Bankruptcy Act or any other applicable federal or state law; or the
     consent by it to the filing of any such  petition or the  appointment  of a
     receiver,  liquidator,  assignee,  trustee,  sequestrator (or other similar
     official) of the Company or of any  substantial  part of its property),  or
     the making by it of an  assignment  for the  benefit of  creditors,  or the
     admission by it in writing of its  inability to pay its debts  generally as
     they  become  due,  or the  taking of  corporate  action by the  Company in
     furtherance of any such action.

If any one or more of the Events of Default specified above shall have happened,
the  rights of the  holder of this  Note  shall be  limited  to  converting  the
principal of and accrued but unpaid interest on the Note to Shares, or an equity
interest  in Smart  Chip as  provided  in  paragraph  10,  or to  executing  and
foreclosing  on the  collateral  described  in the Stock  Pledge  Agreement  and
Accommodation  Pledge Agreement  described below, and in the event that any sale
of the collateral  shall be insufficient to satisfy the obligation  evidenced by
this Note,  the holder of this Note shall not seek and shall not be  entitled to
obtain a deficiency or personal judgment against the Company.

     8.  Acceleration  of  Maturity.  If an  event  of  default  occurs  and  is
continuing,  then,  in every such case,  the holders of a majority in  principal
amount of the outstanding  Notes in this Series may declare the principal of all
the  Notes to be due and  payable  immediately,  by a notice in  writing  to the
Company of such default,  and upon any such  declaration,  such principal  shall
become  immediately  due and  payable.  At any time  after such  declaration  of
acceleration has been made, and before a judgment or decree for payment of money
due has been  obtained by the  holders,  the holders of a majority in  principal
amount  of the  outstanding  Notes in this  Series,  by  written  notice  to the
Company,  may rescind and annul such  declaration and its  consequences,  if all
events of default,  other than the nonpayment of the principal of Notes that has
become due  solely by such  acceleration,  have been  cured or  waived.  No such
rescission  shall affect any subsequent  default or impair any consequent  right
thereon.

     9. Security for the Notes. The obligation evidenced by the Notes is secured
by:


          (a)   that   certain   Stock   Pledge    Agreement   dated   effective
     ______________,  2001,  in which the  Company  appears as  pledgor  and the
     payees of the Notes in this  Series  appear as secured  parties,  a copy of
     which has been delivered to the initial holder of this Note; and


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<PAGE>

          (b)  that  certain  Accommodation  Pledge  Agreement  dated  effective
     ______________,  2001, in which, as an accommodation to the Company,  Smart
     Chip,  appears as pledgor and the payees of the Notes in this Series appear
     as  secured  parties,  a copy of which has been  delivered  to the  initial
     holder of this Note.

     10. Special Event Conversion  Option. In the event that Smart Chip receives
at least  $2,500,000  in cash equity  funding prior to repayment of the Notes in
full (the "New Equity Event"),  the holder of this Note shall have the option to
convert  this Note to an equity  interest  in Smart  Chip at the price and other
terms, conditions,  right,  privileges,  and preferences equivalent to the terms
most favorable to any investor providing such equity of at least $2,500,000.  On
the  occurrence of a New Equity  Event,  the Company shall notify the holders of
the Notes in this  Series in writing of the price and other  terms,  conditions,
right, privileges, and preferences equivalent to the terms most favorable to any
investor providing such equity,  together with appropriate documents under which
the  holder of the Notes may  elect to  convert  their  Notes to equity in Smart
Chip.  The holder of this Note has 20 days after such notice to elect to convert
all, but not less than all, of this Note into such equity interest in Smart Chip
in full and complete satisfaction of the obligation evidenced by this Note.

     11. Suits for Enforcement. If an event of default occurs and is continuing,
the holders of a majority in principal  amount of the outstanding  Notes in this
Series may, in their discretion,  proceed to protect and enforce their rights by
such appropriate  judicial  proceedings as the holders shall deem most effectual
to protect and enforce any such rights, whether for the specified enforcement of
any covenant or agreement under this Note or in aid of the exercise of any power
granted herein, or to enforce any other property remedy.

     12.  Limitation  on Suits.  No holder of any Note  shall  have any right to
institute any proceedings,  judicial or otherwise, with respect to this Note, or
for the  appointment  of a receiver  or  trustee,  or for any remedy  hereunder,
unless  such  holder has  previously  given  written  notice to the Company of a
continuing  event of default as provided above; it being understood and intended
that no one or more holders of Notes shall have any right in any manner whatever
by virtue of or by availing of any  provisions of this Note to effect,  disturb,
or prejudice the right of any other holders of Notes, or to obtain or to seek to
obtain  priority or preference  over any other holders,  or to enforce any right
under this  Note,  except in the manner  herein  provided  and for the equal and
ratable benefit of all the holders of the Notes.

     13. Acts of Holders. Any request, demand, authorization, direction, notice,
consent,  waiver,  or other action provided by this Note to be given or taken by
the holder  hereof or by the holders of the Notes in this Series may be embodied
in and  evidenced by one or more  instruments  of  substantially  similar  tenor
signed by such  holders in person,  or by their agent or  attorney-in-fact  duly
appointed in writing;  and, except as otherwise  expressly provided herein, such
action shall become  effective when such instrument or instruments are delivered
to the Company in the manner provided for giving notices herein. Such instrument
or instruments, and the action embodied therein or evidenced thereby, are herein
sometimes  referred to as the "act" of the holders  signing such  instrument  or
instruments.  Proof  of  execution  of  any  such  instrument  or  of a  writing
appointing  any such agent shall be  sufficient  for any purpose of this Note if
the fact and date of execution by any person of any such  instrument  or writing
is  verified  by the  affidavit  of a witness of such  execution.  The  request,
demand,  authorization,  direction,  notice, consent, waiver, or other action by
the holder of any Note  shall  bind  every Note  holder of the same Note and the

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<PAGE>

holder of every Note issued upon the transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done or suffered to be done by any person
in reliance  thereon,  whether or not  notation of such action is made upon such
Note.

     14.  Notices to Holders;  Waiver.  Where this Note  provides  for notice to
holders of any event, such notice shall be sufficiently  given if in writing and
mailed,  registered,  postage prepaid, to each holder affected by such event, at
his or her address as it appears in the Note register maintained by the Company,
not  later  than  the  latest  date and not  earlier  than  the  earliest  date,
prescribed for the giving of such notice.  In any case,  where notice to holders
is given by mail,  neither the failure to mail such notice nor any defect in any
notice so mailed to any particular  holder shall affect the  sufficiency of such
notice with respect to holders of other Notes  issued in this Series.  Where the
Note provides for notice to the Company, such notice shall be sufficiently given
if in writing and mailed,  registered,  postage  prepaid,  to the Company at its
address  set forth  above (or at such other  address as shall be provided to the
holders of the Notes of this  Series in the manner for giving  notices set forth
herein),  not later than the latest date and not earlier than the earliest date,
prescribed for the giving of such notice. Where this Note provides for notice in
any  manner,  such  notice may be waived in writing  by the person  entitled  to
receive such notice, whether before or after the event, any such waiver shall be
equivalent of such notice.

     15.  Adjustment in Conversion.  The  Conversion  Price and number of Shares
issuable upon  conversion of this Note may be subject to adjustment from time to
time as follows:

          (a) If the  Company  shall take a record of the  holders of its shares
     for the  purpose of  entitling  them to receive a dividend  in shares,  the
     Conversion Price in effect  immediately  prior to such record date shall be
     proportionately  decreased, such adjustment to become effective immediately
     after the opening of business on the day following such record date.

          (b) If the  Company  shall  subdivide  the  outstanding  shares into a
     greater number of shares or combine the  outstanding  shares into a smaller
     number of  shares,  or issue by  reclassification  any of its  shares,  the
     Conversion Price in effect  immediately  prior thereto shall be adjusted so
     that the holder of the Note thereafter  surrendered for conversion shall be
     entitled to receive,  after the occurrence of any of the events  described,
     the number of Shares to which the holder would have been  entitled had such
     Note been  converted  immediately  after the opening of business on the day
     following  the  date  upon  which  such   subdivision   or  combination  or
     reclassification, as the case may be, becomes effective.

          (c) No fraction of a share  shall be issued  upon  conversion,  but in
     lieu thereof the Company,  notwithstanding  any other provision hereof, may
     pay therefor in cash at the fair value of the fractional shares at the time
     of conversion.

                  (d)  Neither the purchase or other acquisition by the
         Company of any shares nor the sale or other disposition by the Company
         of any shares shall affect any adjustment of the Conversion Price or be
         taken into account in computing any subsequent adjustment of the
         Conversion Price; and

          (e) If at any time:


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<PAGE>

               (i) the Company  proposes to pay any  dividend  payable in shares
          upon its shares or make any distribution, including a cash or property
          dividend,  out of  earnings or earned  surplus,  to the holders of its
          shares; or

               (ii)  the  Company  proposes  to enter  into any plan of  capital
          reorganization or of reclassification of the shares of the Company; or

               (iii) the Company proposes to merge, consolidate,  or encumber or
          sell all or substantially all of its assets other than in the ordinary
          course of business,

then,  in any one or more of said cases,  the Company shall cause a notice to be
mailed to the  registered  holder of this Note at the address of such holder set
forth in the  registration  records of the Company.  Such notice shall be solely
for the  convenience  of such  registered  holder  and shall not be a  condition
precedent to, nor shall any defect  therein or failure in  connection  therewith
affect the  validity of, the action  proposed to be taken by the  Company.  Such
notice  shall be mailed at least 10 days prior to the date on which the books of
the Company shall close or a record date shall be taken for such share dividend,
share split or  reclassification,  consolidation,  merger, or sale of properties
and assets,  as the case may be. Such notice shall  specify such record date for
the closing of the transfer books.

     16. Restrictions.  The holder of this Note, by acceptance hereof, both with
respect to the Note and the Shares to be issuable  upon  conversion  of the Note
(unless  issued  pursuant  to an  effective  registration  statement  under  the
Securities Act), represents and warrants as follows:

          (a) The subject  securities  are being  acquired  for the holder's own
     account to be held for  investment  purposes only and not with a view to or
     for resale in connection  with any  distribution  of such securities or any
     interest  therein  without  registration  or  other  compliance  under  the
     Securities   Act,  and  the  holder   hereof  has  no  direct  or  indirect
     participation  in  any  such   undertaking  or  in  underwriting   such  an
     undertaking.

          (b) The holder hereof has been advised and  understands  that: (i) the
     subject  securities  have not been and  will not be  registered  under  the
     Securities Act and the subject securities must be held and may not be sold,
     transferred,   or   otherwise   disposed  of  for  value  unless  they  are
     subsequently  registered under the Securities Act or an exemption from such
     registration is available;  (ii) except as set forth herein, the Company is
     under no obligation to register the subject securities under the Securities
     Act;  (iii)  in the  absence  of such  registration,  sale  of the  subject
     securities may be impracticable;  (iv) the Company's registrar and transfer
     agent will maintain stop transfer  orders against  registration of transfer
     of the subject  securities;  and (v) the  certificates to be issued for any
     securities will bear on their face a legend in substantially  the following
     form:

          The  securities   represented  by  this   certificate  have  not  been
          registered   under  the  Securities  Act  of  1933,  as  amended  (the
          "Securities  Act), or under the  securities  laws of any state.  These
          securities are "restricted  securities" within the meaning of Rule 144
          promulgated  under  the  Securities  Act.  The  securities  have  been
          acquired for  investment  and may not be sold or  transferred  without

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<PAGE>

          complying with Rule 144 in the absence of an effective registration or
          an available  exemption from registration under the Securities Act and
          applicable state statutes.

          (c) The Company may refuse to transfer the subject  securities  unless
     the  holder  thereof  provides  an  opinion  of  legal  counsel  reasonably
     satisfactory to the Company or a "no-action" or interpretive  response from
     the Securities  and Exchange  Commission to the effect that the transfer is
     proper.  Further,  unless  such  letter or opinion  states that the subject
     securities are free from any  restrictions  under the  Securities  Act, the
     Company may refuse to transfer the subject securities to any transferee who
     does not  furnish in writing to the Company  the same  representations  and
     agree to the same conditions with respect to such subject securities as set
     forth  herein.  The  Company  may  also  refuse  to  transfer  the  subject
     securities if any circumstances are present reasonably  indicating that the
     transferee's representations are not accurate.

          (d) This Note is non-negotiable.

     17.  Registered  Holder.  The Company may treat the person or persons whose
name or names appear hereon as the absolute owner or owners of this Note for the
purpose of receiving  payment of, or on account of, the  principal  and interest
due on this  Note and for all  other  proposes,  and the  Company  shall  not be
affected by any notice to the contrary.

     18.  Severability.  In case any  provision  in this Note shall be  invalid,
illegal,  or unenforceable,  the validity,  legality,  and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

     19.  Governing  Law.  This Note  shall be  governed  by and  construed  and
interpreted  in  accordance  with  the  laws of the  state  of  Utah,  excluding
principles of choice or conflicts of law.

     20. Legal Holidays. In any case where any date provided herein shall not be
a business day, then  (notwithstanding  any other  provision of this Note),  the
event required or permitted on such date shall be required or permitted,  as the
case may be, on the next succeeding  business day with the same force and effect
as if made on the date upon which such event was required or permitted  pursuant
hereto.

     21. Delay or Omission; No Waiver. No delay or omission of any holder of the
Note to exercise any right or remedy  accruing  upon any event of default  shall
impair  any such  right or remedy or  constitute  a waiver of any such  event or
default or  acquiescence  therein.  Every right or remedy given hereby or by law
may be exercised from time to time and as often as may be deemed expedient.

     22.  Miscellaneous.  This Note is subject to the following additional terms
and conditions:

          (a) If this Note is placed with an attorney for collection, or if suit
     be instituted  for  collection,  or if any other remedy  provided by law is
     pursued by the  registered  holder  hereof,  because of any  default in the
     terms and conditions  herein,  then in either event, the undersigned agrees
     to pay reasonable  attorneys' fees,  costs, and other expenses  incurred by
     the registered holder hereof in so doing.


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          (b) None of the rights and remedies of the  registered  holder  hereof
     shall be waived or  affected  by failure  or delay to  exercise  them.  All
     remedies  conferred  on  the  registered  holder  of  this  Note  shall  be
     cumulative   and  none  is  exclusive.   Such  remedies  may  be  exercised
     concurrently or consecutively at the registered holder's option.

          (c) This Note is negotiable  and  transferable,  subject to compliance
     with the provisions of paragraph 14 hereof.

          (d) The makers,  guarantors,  and  endorsers  hereof  severally  waive
     presentment for payment,  protest,  and notice of protest and nonpayment of
     this Note.

         DATED effective as of the [issuance date].

                                                 SCHIMATIC CASH TRANSACTIONS
                                                  NETWORK.com, INC.

Attest

By                                    By
  -------------------------             ----------------------------------------
                                        Joe G. Coykendall, Senior Vice President
     -------------------, Secretary



<PAGE>



                                                     Date ______________________




SCHIMATIC Cash Transactions Network.com, Inc.
740 East 3900 South, Suite 300
Salt Lake City  UT  84107

         Re:      Conversion of Note

To Whom It May Concern:

     The undersigned owner of this Note hereby irrevocably  exercises the option
to convert this Note, or the portion  hereof  designated,  into shares of common
stock, par value $0.001 per share, of SCHIMATIC Cash  Transactions  Network.com,
Inc.,  in  accordance  with the terms of this Note,  and directs that the shares
issuable and deliverable upon the conversion, together with any check in payment
for fractional shares, be issued in the name of and delivered to the undersigned
unless a different name has been indicated  below. If shares are to be issued in
the name of a person other than the  undersigned,  the undersigned  will pay any
transfer taxes payable with respect thereto.



                                           (Signature)
FILL IN FOR REGISTRATION OF SHARES:


----------------------------       ---------------------------------------------
(Printed Name)                     (Social Security or Other Identifying Number)

----------------------------
(Street Address)

----------------------------       ---------------------------------------------
(City, State, and ZIP Code)          Portion To Be Converted (if less than all)






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