THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES
      ACT”),
      OR
      THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
      AND
      MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      OR
      PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
      ACT AND SUCH LAWS

     

    BERMAN
      CENTER, INC.

     

    SECURED
      CONVERTIBLE PROMISSORY NOTE

     

    
      
        	
                $225,000.00

              	
                March
                  7, 2007

              


      

       

    

    FOR
      VALUE
      RECEIVED, the undersigned, BERMAN CENTER, INC., a company incorporated under
      the
      laws of the State of Delaware (the “Company”),
      promises to pay to the order of HUNTER FUND LTD. or its registered assigns
      (the
“Holder”),
      the
      principal sum of Two Hundred Twenty-Five Thousand Dollars ($225,000.00), with
      interest from the date hereof at the rate of fifteen percent (15%) per annum
      on
      the unpaid balance hereof until paid.

     

    1. Principal
      and Term.
      If not
      earlier converted pursuant to Section 4(a) hereof, the principal of this Note
      shall be payable in one installment on October 5, 2007 (“Due
      Date”).
      This
      Note is subject to conversion at the option of the Holder, as described in
      Section 4(a).

     

    2. Interest.
      Interest on the unpaid principal balance of this Note shall accrue at the rate
      of fifteen percent (15%) per annum compounded annually (computed on the basis
      of
      a 365-366 day year (as applicable) based on actual days elapsed) commencing
      on
      the date hereof, and payable in cash on the Due Date, if not converted earlier
      pursuant to Section 4(a). The Company agrees to pay interest after the
      occurrence of an Event of Default, at a rate per annum equal to the highest
      rate
      of interest per annum permitted by applicable law (the “Default
      Rate”)
      until
      all amounts outstanding under the Note payable to Holder have been paid in
      full.
      For purposes herein, an “Event of Default” exists if the Company fails to make a
      payment required by Section 1 or 2 hereof.

     

    3. Security.
      

     

    (a) Company.
      In
      order to secure the payment of the Note, the Company hereby grants to Holder
      a
      continuing first priority security interest in all assets of the Company now
      owned or at any time hereafter acquired by the Company, or in which the Company
      now has or at any time in the future may acquire any right, title or interest,
      including, without limitation: all accounts, inventory, equipment, goods,
      documents, instruments (including, without limitation, promissory notes),
      contract rights, general intangibles, chattel paper, supporting obligations,
      investment property, letter-of-credit rights, intellectual property rights,
      patents, copyrights, trademarks in which the Company now has or hereafter may
      acquire any right, title or interest, all proceeds and products thereof
      (including, without limitation, proceeds of insurance) and all additions,
      accessions and substitutions thereto or therefore. 

     

    
      
        
        

      

      
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    (b) Subsidiary.
      In
      order to secure the payment of the Note, Berman Health & Media, Inc., a
      Delaware corporation and the wholly-owned subsidiary of the Company (the
“Subsidiary”),
      hereby grants to Holder a continuing first priority security interest in all
      assets of the Subsidiary now owned or at any time hereafter acquired by the
      Subsidiary, or in which the Subsidiary now has or at any time in the future
      may
      acquire any right, title or interest, including, without limitation: all
      accounts, inventory, equipment, goods, documents, instruments (including,
      without limitation, promissory notes), contract rights, general intangibles,
      chattel paper, supporting obligations, investment property, letter-of-credit
      rights, intellectual property rights, patents, copyrights, trademarks in which
      the Subsidiary now has or hereafter may acquire any right, title or interest,
      all proceeds and products thereof (including, without limitation, proceeds
      of
      insurance) and all additions, accessions and substitutions thereto or
      therefore.

     

    Holder
      shall have the rights of a secured party under the Uniform Commercial Code.
      To
      effect the foregoing, each of the Company and the Subsidiary agrees to execute
      promptly such additional security documentation as Holder may request and hereby
      authorizes Holder to file financing and other statements as Holder deems
      advisable to perfect the first priority security interest granted
      herein.

     

    4. Conversion
      and Mechanics of Conversion.

     

    (a) Conversion.
      This
      Note is convertible at the option of the Holder at any time prior to the Due
      Date by providing written notice to the Company (the “Conversion”).
      Upon
      the Conversion, the entire unpaid principal balance of this Note plus any unpaid
      interest will convert into shares of common stock of the Company, par value
      $.001 per share (the “Common
      Stock”),
      at a
      price equal to the Conversion Price (as hereinafter defined). For purposes
      hereof “Conversion Price” shall be an amount equal to the lesser of (i) fifty
      percent (50%) of the weighted average closing price (weighted with reference
      to
      the trading volume on each trading day) of the Common Stock on the Electronic
      Quotation Services (the “Pink
      Sheets”)
      during
      the thirty (30) trading days immediately preceding the date of Conversion,
      or
      (ii) $0.25 per share.

     

    (b) Mechanics
      of Conversion.
      The
      Company shall not be obligated to issue certificates evidencing the Common
      Stock
      issuable upon a Conversion unless this Note is either delivered to the Company,
      duly endorsed, at the office of the Company, or the Holder notifies the Company
      that this Note has been lost, stolen or destroyed and executes an agreement
      satisfactory to the Company to indemnify the Company from any loss incurred
      by
      it in connection with this Note. As soon as practicable after delivery of the
      Note, or delivery of an agreement and indemnification in the case of a lost
      Note, the Company shall issue and deliver to the Holder a certificate or
      certificates for the number of shares of Common Stock to which the Holder shall
      be entitled (the “Conversion
      Shares”).
      

     

    (c) Fractional
      Shares.
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note.
      Any fractional shares to which the Holder would otherwise be entitled will
      be
      rounded up and an additional share of Common Stock shall be issued to the
      Holder. 

     

    
      
        
        

      

      
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    (d) Adjustment
      for Stock Splits, Stock Subdivisions or Combinations of Shares of Common
      Stock.
      The
      Conversion Price of this Note shall be proportionally decreased and the number
      of shares of Common Stock deliverable upon exercise of this Note (or any shares
      of stock or other securities at the time deliverable upon conversion of this
      Note) shall be proportionally increased to reflect any stock split or
      subdivision of the Company’s Common Stock. The Conversion Price of this Note
      shall be proportionally increased and the number of shares of Common Stock
      deliverable upon conversion of this Note (or any shares of stock or other
      securities at the time deliverable upon conversion of this Note) shall be
      proportionally decreased to reflect any combination of the Company’s Common
      Stock.

     

    5. Registration.

     

    (a) The
      Holder acknowledges that this Note and the Common Stock issuable upon its
      conversion have not been registered or qualified under federal or state
      securities laws.

     

    (b) The
      shares of Common Stock that are issuable upon Conversion of this Note or that
      have been issued upon any Conversion of this Note shall be eligible for
      registration pursuant to the Securities Act (“Registrable
      Securities”)
      under
      the following terms and conditions:

     

    (i) The
      Company agrees to include the Registrable Securities in the first registration
      statement it files with the Securities and Exchange Commission, whether on
      its
      own account or on behalf of other shareholders, excluding registration
      statements on Forms S-4 or S-8 (an “Eligible
      Registration Statement”).
      If
      an Eligible Registration Statement is filed prior to full Conversion, if any,
      then the Company shall register two hundred percent (200%) of the shares
      issuable based on the exercise price for such shares calculated pursuant to
      Section 4(a) hereof as if the Conversion occurred on the date on which the
      Eligible Registration Statement is filed. If the Eligible Registration Statement
      is filed after a full Conversion, if any, the Company shall register the amount
      of shares of Common Stock issued upon such Conversion. In addition, at any
      time
      and from time to time on or after the date hereof, the Holder may make a one
      (1)
      written demand for registration under the Securities Act of all or part of
      their
      Registrable Securities (a “Demand
      Registration”).
      After
      Conversion, any demand made for a Demand Registration shall specify the number
      of shares of Registrable Securities proposed to be sold. If the Holder provides
      to the Company written demand for a Demand Registration prior to a full
      Conversion, if any, then the Company shall register two hundred percent (200%)
      of the shares issuable upon receipt of such Demand Registration based on the
      exercise price for such shares calculated pursuant to Section 4(a) hereof as
      if
      the Conversion occurred on the date of the Demand Registration. If the Holder
      provides to the Company written demand for a Demand Registration after a full
      Conversion, if any, the Company shall register the amount of shares of Common
      Stock issued upon such Conversion. In no circumstance shall a notice for Demand
      Registration be interpreted as a notice for Conversion. The Company shall not
      be
      obligated to effect more than one (1) Demand Registration under this Section
      5(b)(i) in respect of Registrable Securities. 

     

    (ii) All
      registration expenses will be borne by the Company, whether or not the
      registration statement becomes effective and whether or not any Registrable
      Securities are sold pursuant to such registration statement; provided, however,
      that such expenses shall not include (i) any underwriting discount or
      commissions with respect to the Holder’s shares and/or (ii) cost of special
      counsel for the Holder. The Company shall file such Registration Statement
      no
      later than forty-five (45) days after it receives written notice of Demand
      Registration from the Holder, and shall use reasonable best efforts to cause
      such Registration Statement to become effective within one hundred and fifty
      (150) days from the date of the Company’s receipt of the written notice of
      Demand Registration or one hundred eighty (180) days if the Registration
      Statement is subject to a full review by the SEC. The parties acknowledge that
      the Company shall not be held liable for failure to register the Registrable
      Securities if such failure is the primary and direct cause is a result of
      comments from the SEC regarding the ability of the Company to utilize and rely
      upon Rule 415 of the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
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    (iii) In
      the
      event of a registration statement filed in connection with an underwritten
      offering, these registration rights are subject to the requirement that the
      Holder submits to any lock-up provisions and cut-backs, if any, as may be
      proposed by the underwriter(s). 

     

    (iv) The
      Company shall send to the Holder written notice of any decision to file an
      Eligible Registration Statement at least thirty (30) days prior to the initial
      filing date; if within fifteen (15) days after receipt of such notice, the
      Holder requests in writing that some or all of such Holder’s Registrable
      Securities be included in such registration statement, the Company shall then
      cause the registration under the Securities Act of all or part of the Holder’s
      Registrable Securities, as requested by holder; provided, however, that if
      at
      any time after giving written notice of its intention to register any securities
      and prior to the effective date of the Eligible Registration Statement, the
      Company shall determine for any reason not to register, or to delay registration
      of, such securities, the Company may, at its election, give written notice
      of
      such determination to the Holder and, thereupon, (i) in the case of a
      determination not to register, shall be relieved of its obligation to register
      any Registrable Securities in connection with such registration and (ii) in
      the
      case of a determination to delay registering, shall be permitted to delay
      registering any Registrable Securities for the same period as the delay in
      registering any other securities.

     

    (v) In
      connection with each registration statement covering the Registrable Securities,
      the Holder shall be required to furnish to the Company information regarding
      such Holder and the distribution of such Registrable Securities as is required
      by law to be disclosed in the registration statement, and the Company may
      exclude from such registration the Registrable Securities of the Holder if
      it
      fails to furnish such information within a reasonable time prior to the filing
      of such registration statement or any supplemented prospectus and/or amended
      registration statement.

     

    (c) Indemnification
      by the Company Pertaining to Registration.
      The
      Company shall, notwithstanding any termination of this Note, defend, indemnify
      and hold harmless the Holder, each officer, director, manager, owner, agent,
      broker (including brokers who offer and sell Registrable Securities as
      principals as a result of a pledge or any failure to perform under a margin
      call), investment advisor and employee of the Holder, each Person who controls
      the Holder (within the meaning of Section 15 of the Securities Act or Section
      20
      of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”))
      and
      each officer, director, manager, owner, agent and employee of each such
      controlling Person, to the fullest extent permitted by applicable law, from
      and
      against any and all losses, claims, damages, liabilities, reasonable costs
      (including, without limitation, costs of investigation, preparation and
      attorneys' fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in a registration statement or any prospectus
      or
      any amendment or supplement thereto, or arising out of or relating to any
      omission or alleged omission of a material fact required to be stated therein
      or
      necessary to make the statements therein (in the case of any prospectus or
      supplement thereto, in the light of the circumstances under which they were
      made) not misleading, except to the extent, but only to the extent, that (i)
      such untrue statements or omissions are based solely upon information regarding
      the Holder which was furnished in writing to the Company by the Holder expressly
      for use therein, which information was reasonably relied on by the Company
      for
      use therein or (ii) such information relates to the Holder or the Holder's
      proposed method of distribution of Registrable Securities and was reviewed
      and
      expressly approved in writing by the Holder for use in the registration
      statement or such prospectus or in any amendment or supplement thereto. The
      Company shall notify the Holder promptly of the institution, threat or assertion
      of any Proceeding of which the Company is aware in connection with the
      transactions contemplated by this Agreement. Such indemnity shall remain in
      full
      force and effect regardless of any investigation made by or on behalf of an
      Indemnified Party and shall survive the transfer of the Registrable Securities
      by the Holder.

     

    
      
        
        

      

      
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    (d) Indemnification
      by Holder Pertaining to Registration.
      The
      Holder shall, severally and not jointly, defend, indemnify and hold harmless
      the
      Company, the Company’s directors, officers, agents and employees, each Person
      who controls the Company (within the meaning of Section 15 of the Securities
      Act
      and Section 20 of the Exchange Act), and the directors, officers, agents or
      employees of such controlling Persons, to the fullest extent permitted by
      applicable law, from and against all Losses, as incurred, arising solely out
      of
      or based solely upon any untrue statement of a material fact contained in a
      registration statement, any prospectus or any amendment or supplement thereto,
      or arising solely out of or based solely upon any omission of a material fact
      required to be stated therein or necessary to make the statements therein (in
      the case of any prospectus or supplement thereto, in the light of the
      circumstances under which they were made) not misleading, to the extent, but
      only to the extent, that (i) such untrue statement or omission is contained
      in
      or omitted from any information so furnished in writing by the Holder to the
      Company specifically for inclusion in such registration statement or such
      prospectus and that such information was reasonably relied upon by the Company
      for use in such registration statement or such prospectus or (ii) such
      information relates to the Holder or the Holder's proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by the Holder expressly for use in such registration statement or
      such prospectus or any amendment or supplement thereto. Notwithstanding anything
      to the contrary contained herein, the Holder shall be liable under this Section
      5(d) for only that amount which does not exceed the net proceeds to the Holder
      as a result of the sale of Registrable Securities pursuant to such registration
      statement.

     

    (e) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that it shall be
      finally determined by a court of competent jurisdiction (which determination
      is
      not subject to appeal or further review) that such failure shall have
      proximately and materially adversely prejudiced the Indemnifying Party. An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (i) the Indemnifying Party has agreed in writing to pay such fees and
      expenses, (ii) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding or (iii) the named parties to any
      such
      Proceeding (including any impleaded parties) include both the Indemnified Party
      and the Indemnifying Party, and the Indemnified Party shall have been advised
      by
      counsel that a conflict of interest is likely to exist if the same counsel
      were
      to represent both the Indemnified Party and the Indemnifying Party (in which
      case, if the Indemnified Party notifies the Indemnifying Party in writing that
      it elects to employ separate counsel at the expense of the Indemnifying Party,
      the Indemnifying Party shall not have the right to assume the defense thereof
      and such counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld. No Indemnifying Party shall, without the prior written consent of
      the
      Indemnified Party, effect any settlement of any pending Proceeding in respect
      of
      which any Indemnified Party is a party, unless such settlement includes an
      unconditional release of such Indemnified Party from all liability on claims
      that are the subject matter of such Proceeding. All fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section 5) shall be paid to the Indemnified
      Party, as incurred, within ten (10) business days of written notice thereof
      to
      the Indemnifying Party (regardless of whether it is ultimately determined that
      the Indemnified Party is not entitled to indemnification hereunder; provided,
      that the Indemnifying Party may require the Indemnified Party to undertake
      to
      reimburse all such fees and expenses to the extent it is finally judicially
      determined that the Indemnified Party is not entitled to indemnification
      hereunder).

     

    
      
        
        

      

      
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    (f) Contribution.
      If a
      claim for indemnification under Section 5(c) or 5(d) is unavailable to an
      Indemnified Party because of a failure or refusal of a governmental authority
      to
      enforce such indemnification in accordance with its terms (by reason of public
      policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
      such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses, as well as any other relevant equitable considerations.
      The relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission of a material fact, has been taken or made by, or relates
      to
      information supplied by, such Indemnifying, Party or Indemnified Party, and
      the
      parties' relative intent, knowledge, access to information and opportunity
      to
      correct or prevent such action, statement or omission. The amount paid or
      payable as a result of any Losses shall be deemed to include, subject to the
      limitations set forth in Section 5(c), any reasonable attorneys' or other
      reasonable fees or expenses incurred in connection with any Proceeding to the
      extent there would have been indemnification for such fees or expenses if the
      indemnification provided in this Section was available in accordance with its
      terms. Notwithstanding anything to the contrary contained herein, a Holder
      shall
      be liable or required to contribute under this Section 5(f) for only such amount
      as does not exceed the net proceeds to such Holder as a result of the sale
      of
      Registrable Securities pursuant to the registration statement. The parties
      hereto agree that it would not be just and equitable if contribution pursuant
      to
      this Section 5(f) were determined by pro rata allocation or by any other method
      of allocation that does not take into account the equitable considerations
      referred to in this paragraph. No Person guilty of fraudulent misrepresentation
      (within the meaning provided in the Securities Act) shall be entitled to
      contribution from any Person who was not guilty of such fraudulent
      misrepresentation. The indemnity and contribution agreements contained in this
      Section are in addition to any liability that an Indemnifying Party may have
      to
      an Indemnified Party.

     

    
      
        
        

      

      
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    6. Transfer
      Restrictions.
      The
      Holder shall not transfer the Note or the Conversion Shares (except to its
      own
      affiliate, subsidiary, or shareholders) until (a) it has first given written
      notice to the Company, describing briefly the manner of any such proposed
      transfer; and (b) (i) the Company has received from counsel satisfactory to
      the
      Company an opinion that such transfer can be made without compliance with the
      registration requirements of the Securities Act, and applicable state securities
      laws, or (ii) a registration statement filed by the Company under the Securities
      Act and applicable state securities laws is declared effective by the Securities
      and Exchange Commission and state securities commissions having
      jurisdiction.

     

    7. Currency;
      Payments.
      All
      references herein to “dollars” or “$” are to U.S. dollars, and all payments of
      principal of, and interest on, this Note shall be made in lawful money of the
      United States of America in immediately available funds. If the date on which
      any such payment is required to be made pursuant to the provisions of this
      Note
      occurs on a Saturday or Sunday or legal holiday observed in the State of
      California, such payments shall be due and payable on the immediately succeeding
      date which is not a Saturday or Sunday or legal holiday so
      observed.

     

    8. Representations
      and Warranties of Holder.
      Holder
      hereby represents and warrants that:

     

    (a) Securities
      Not Registered.
      Holder
      is acquiring the Note for its own account, not as an agent or nominee, and
      not
      with a view to, or for sale in connection with, any distribution thereof in
      violation of applicable securities laws. By executing this Note, Holder further
      represents that Holder does not have any present contract, undertaking,
      understanding or arrangement with any person to sell, transfer or grant
      participations to such persons or any third person, with respect to the
      Note.

     

    (b) Access
      to Information.
      The
      Company has made available to Holder the opportunity to ask questions of and
      to
      receive answers from the Company’s officers, directors and other authorized
      representatives concerning the Company and its business and prospects, and
      Holder has been permitted to have access to all information which it has
      requested in order to evaluate the merits and risks of the purchase of the
      Note.

     

    
      
        
        

      

      
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    (c) Investment
      Experience.
      Holder
      is an investor in securities of companies in the development stage and
      acknowledges that it is able to fend for itself, can bear the economic risk
      of
      its investment, and has such knowledge and experience in financial and business
      matters that it is capable of evaluating the merits and risks of the purchase
      of
      the Note.

     

    (d) No
      Brokers or Finders.
      Holder
      has incurred no liability for commissions or other fees to any finder or broker
      in connection with the transactions contemplated by this Note, the cost of
      which
      is in any part the liability of or payable by the Company.

     

    (e) Regulation
      D.
      Holder
      is an “accredited investor” as defined in Rule 501 under the Securities Act. In
      the normal course of business, Holder invests in or purchases securities similar
      to the Note and the Common Stock and has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits and
      risks of purchasing the Note. The Holder is not a registered broker dealer
      or an
      affiliate of any broker or dealer registered under Section 15(a) of the Exchange
      Act, or a member of the National Association of Securities Dealers, Inc. or
      a
      Person engaged in the business of being a broker dealer.

     

    (f) Unregistered.
      Holder
      has been advised that (i) neither the Note nor the Common Stock has been
      registered under the Securities Act or other applicable securities laws, (ii)
      the Common Stock may need to be held indefinitely, and Holder must continue
      to
      bear the economic risk of the investment in the Common Stock (assuming
      conversion) unless the Common Stock is subsequently registered under the
      Securities Act or an exemption from such registration is available, (iii) when
      and if the Common Stock may be disposed of without registration in reliance
      on
      Rule 144 promulgated under the Securities Act, such disposition can be made
      only
      in limited amounts in accordance with the terms and conditions of such Rule,
      and
      Holder must deliver an opinion of counsel to the Company reasonably acceptable
      to the Company in form, substance and scope to the effect that the Common Stock
      into which it converts may be sold or transferred under an exemption from such
      registration, and (iv) if the Rule 144 exemption is not available, public sale
      without registration will require compliance with an exemption under the
      Securities Act.

     

    (g) Pre-Existing
      Relationship.
      Holder
      has a pre-existing personal or business relationship with the Company or any
      of
      its officers, directors or controlling persons, or by his/its business or
      financial experience or the business or financial experience of his/its
      financial advisors who are unaffiliated with and who are not compensated by
      the
      Company, directly or indirectly, could be reasonably assumed to have the
      capacity to protect his/its own interest in connection with the acquisition
      of
      the Note or the Common Stock.

     

    (h) No
      Advertisement.
      Holder
      acknowledges that the offer and sale of the Note or the Common Stock into which
      it converts was not be accomplished by the publication of any
      advertisement.

     

    (i) No
      Review.
      Holder
      understands that no arbitration board or panel, court or federal, state,
      municipal or other governmental department, commission, board, bureau, agency
      or
      instrumentality, domestic or foreign, has passed upon or made any recommendation
      or endorsement of the Common Stock. 

     

    
      
        
        

      

      
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    (j) Holder
      understands that the Common Stock shall bear a restrictive legend in
      substantially the following form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (the “SECURITIES
      ACT”)OR
      UNDER APPLICABLE STATE LAW AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
      OR
      PLEDGED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT, AND ANY APPLICABLE STATE LAW, A TRANSFER MEETING THE
      REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF
      REASONABLY REQUIRED BY THE COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE
      COMPANY THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

     

    9. Survival
      of Representation and Warranties.
      All
      representations and warranties made by Holder shall survive the earlier of
      the
      Conversion or the Due Date and shall remain effective and enforceable until
      the
      earlier to occur of the two (2) year anniversary of the Conversion, the Due
      Date
      or the date on which claims based thereon shall have been barred by the
      applicable statutes of limitation.

     

    10. Usury
      Savings.
      It is
      the intent of Holder and the Company in the execution of this Note to strictly
      compliance with applicable usury law. In furtherance thereof, Holder and the
      Company stipulate and agree that none of the terms and provisions contained
      in
      this Note shall ever be construed to create a contract to pay for the use,
      forbearance or detention of money, interest at a rate in excess of the maximum
      interest rate permitted to be charged by applicable law, neither the Company
      nor
      any guarantors, endorsers or other parties now or hereafter becoming liable
      for
      payment of this Note shall ever be obligated or required to pay interest on
      this
      Note at a rate or in an amount in excess of the maximum interest that may be
      lawfully charged under applicable law, and the provisions of this paragraph
      shall control over all other provisions of this Note and any other instruments
      now or hereafter executed in connection herewith which may be in apparent
      conflict herewith. Holder expressly disavows any intention to charge or collect
      excessive unearned interest or finance charges in the event the maturity of
      this
      Note is accelerated. If the maturity of this Note shall be accelerated for
      any
      reason or if the principal of this Note is paid prior to the end of the term
      of
      this Note, and as a result thereof the interest received for the actual period
      of existence of the loan evidenced by this Note exceeds the amount of interest
      that would have accrued at the applicable maximum lawful rate, Holder or other
      holder of this Note shall, at its option, either refund to the Company the
      amount of such excess or credit the amount of such excess against the principal
      balance of this Note then outstanding and thereby shall render inapplicable
      any
      and all penalties of any kind provided by applicable law as a result of such
      excess interest. In the event that Holder or any other holder of this Note
      shall
      contract for, charge or receive any amounts and/or any other thing of value
      which are determined to constitute interest which would increase the effective
      interest rate on this Note to a rate in excess of that permitted to be charged
      by applicable law, all such sums determined to constitute interest in excess
      of
      interest at the lawful rate shall, upon such determination, at the option of
      Holder or other holder of this Note, be either immediately returned to the
      Company or credited against the principal balance of this Note then outstanding,
      in which event any and all penalties of any kind under applicable law as a
      result of such excess interest shall be inapplicable. By execution of this
      Note,
      the Company acknowledges that it believes the loan evidenced by this Note to
      be
      non-usurious and agrees that if, at any time, the Company should have reason
      to
      believe that such loan is in fact usurious, it will give Holder or other holder
      of this Note notice of such condition and the Company agrees that Holder or
      other holder shall have ninety (90) days in which to make appropriate refund
      or
      other adjustment in order to correct such condition if in fact such exists.
      The
      term “applicable law” as used in this Note shall mean the laws of the State of
      Delaware or the laws of the United States, whichever laws allow the greater
      rate
      of interest, as such laws now exist or may be changed or amended or come into
      effect in the future.

     

    
      
        
        

      

      
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    11. Fees
      and Costs of Attorneys’ and Placement Agent.
      In
      the
      event
      of any legal proceedings in connection with this Note, all expenses in
      connection with such legal proceedings of the prevailing party, including
      reasonable legal fees and applicable costs and expenses, shall be reimbursed
      by
      the non-prevailing party upon demand. This provision shall not merge with any
      enforcement order or judgment on this Note and shall be applicable to any
      proceeding to enforce or appeal any judgment relating to the Note.
      Notwithstanding the foregoing, the Company agrees to make a one-time payment
      to
      the placement agent of this Note, Hunter World Markets, Inc., (i) a placement
      fee equal to 10% of the principal amount of this Note and (ii) Seven Thousand
      Five Hundred Dollars ($7,500.00) for legal fees incurred by Hunter World
      Markets, inc. in connection with the execution of this Note.

     

    12. Severability.
      If any
      one or more of the provisions contained herein, or the application thereof
      in
      any circumstance, is held invalid, illegal or unenforceable in any respect
      for
      any reason, the validity, legality and enforceability of any such provisions
      hereof shall not be in any way impaired, unless the provisions held invalid,
      illegal or unenforceable shall substantially impair the benefits of the
      remaining provisions hereof.

     

    13. Successors
      and Assigns.
      This
      Note shall inure to the benefit of the Holder and its successors and permitted
      assigns and shall be binding upon the undersigned and its successors and
      permitted assigns. As used herein, the term “Holder” shall mean and include the
      successors and permitted assigns of the Holder.

     

    14. Officers
      and Directors Not Liable.
      In no
      event shall any officer or director of the Company or the Subsidiary be liable
      for any amounts due and payable pursuant to this Note.

     

    15. Governing
      Law.
      The
      parties acknowledge and agree that this Note and the rights and obligations
      of
      all parties hereunder shall be governed by and construed under the laws of
      the
      State of Delaware, without regard to conflict of laws principles.

     

    16. Modification.
      This
      Note may not be modified or amended orally, but only by an agreement in writing
      signed by the party against whom such agreement is sought to be
      enforced.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    17. Entire
      Agreement.
      This
      Note constitutes the entire agreement between the parties with respect to the
      subject matter hereof and supersedes any and all prior written or oral
      agreements and understandings with respect to the matters covered
      hereby.

     

    18. Counterparts.
      This
      Note may be executed in two (2) counterparts, each of which shall be an original
      counterpart, but only all of which together shall constitute one original
      Note.

     

    


    [Signature
      Page to Follow]

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this SECURED CONVERTIBLE
      PROMISSORY NOTE as of the date and year first written above.

     

    
      
        	 	 	 
	 	BERMAN
                CENTER,
                INC.,
	 
 	 
 	 
 
	 	 	/s/ Laura
                A.C. Berman, LCSW, Ph.D.
	 	By:  	
                
Laura
                A.C. Berman, LCSW, Ph.D.
	 	Its: 	
                

                Chief
                  Executive Officer and President

              
	 	
                 

                Address:

              	
                

                211
                  East Ontario, Suite 800

                Chicago,
                  Illinois 60611

              


      

    

    
    

    
       

      
        
          	 	 	 
	 	BERMAN
                  HEALTH
                  & MEDIA, INC.,
	 
 	 
 	 
 
	 	 	/s/ Laura
                  A.C. Berman, LCSW, Ph.D.
	 	By:  	
                  
Laura
                  A.C. Berman, LCSW, Ph.D.
	 	Its: 	
                  

                  Chief
                    Executive Officer and President

                
	 	
                   

                  Address:

                	
                  

                  211
                    East Ontario, Suite 800

                  Chicago,
                    Illinois 60611

                


        

      

      
      

      
         

        
          
            	 	 	 
	 	HUNTER
                    FUND
                    LTD.,
	 
 	 
 	 
 
	 	 	/s/ Todd
                    Ficeto
	 	By:  	
                    
Todd
                    Ficeto 
	 	Its: 	
                    

                    President 

                  
	 	
                     

                    Address:

                  	
                    

                    Hunter
                      Fund Ltd. 
                      9300
                        Wilshire Blvd.  

                      Penthouse
                        Suite   

                      Beverly
                        Hills, CA 90212  

                    

                  


          

        

        
        

         

        
          
            
            

          

          
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