Exhibit 10.4

THIS NOTE AND THE COMMON STOCK  ISSUABLE  UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK 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 AND ANY
APPLICABLE  STATES   SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL   REASONABLY
SATISFACTORY TO CREATIVE VISTAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                   SECURED CONVERTIBLE MINIMUM BORROWING NOTE

      FOR VALUE RECEIVED,  CREATIVE  VISTAS,  INC., an Arizona  corporation (the
"BORROWER"), promises to pay to LAURUS MASTER FUND, LTD., M&C Corporate Services
Limited,  P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman,  Cayman  Islands,  Fax:  345-949-8080  (the  "HOLDER") or its registered
assigns,  on  order,  the  sum of  One  Million  Dollars  ($1,000,000),  of,  if
different,  the  aggregate  principal  amount  of all  "Loans"  (as such term is
defined in the Security Agreement referred to below),  together with any accrued
and unpaid interest hereon, on September 30, 2007 (the "MATURITY DATE").

      Capitalized  terms used herein without  definition shall have the meanings
ascribed  to such terms in the  Security  Agreement  between  Borrower,  certain
Subsidiaries  of the Borrower and the Holder dated as of September  30, 2004 (as
amended, modified and supplemented from time to time, the "SECURITY AGREEMENT").

The following terms shall apply to this Minimum Borrowing Note (this "Note"):

                                   ARTICLE I
                                    INTEREST

            1.1  Contract  Rate.  Subject to Sections  4.2,  5.1 and 6.7 hereof,
interest  payable  on this Note  shall  accrue at a rate per annum  equal to the
"prime rate"  published in The Wall Street  Journal from time to time,  plus two
percent  (2%) (the  "CONTRACT  RATE").  The Prime  Rate  shall be  increased  or
decreased as the case may be for each  increase or decrease in the Prime Rate in
an amount equal to such  increase or decrease in the Prime Rate;  each change to
be  effective  as of the day of the change in such rate in  accordance  with the
terms of the Security Agreement. Subject to Section 1.2, the Contract Rate shall
not be less than six percent (6 %).

            1.2 Contract Rate Adjustments and Payments.  The Contract Rate shall
be  calculated  on the last  business  day of each  month  hereafter  until  the
Maturity Date (each a  "Determination  Date") and shall be subject to adjustment
as set forth herein. If (i) the Borrower shall have registered the shares of the
Borrower's  common stock  underlying each of the conversion of the Note and that
certain warrant and option issued to Holder on a registration statement declared
effective by the Securities and Exchange  Commission  (the "SEC"),  and (ii) the
market price (the "Market  Price") of the Common Stock as reported by Bloomberg,
L.P. on the  Principal  Market (as defined  below) for the five (5) trading days
immediately  preceding a Determination  Date exceeds the then  applicable  Fixed
Conversion  Price by at least twenty five percent  (25%),  the Contract Rate for
the succeeding  calendar month shall automatically be reduced by 25 basis points
(25 b.p.) (0.25%) for each incremental twenty five percent (25%) increase in the
Market  Price of the Common  Stock above the then  applicable  Fixed  Conversion
Price.  Notwithstanding the foregoing (and anything to the contrary contained in
herein),  in no event shall the Contract  Rate be less than zero  percent  (0%).
Interest  shall  be (i)  calculated  on the  basis of a 360 day  year,  and (ii)
payable monthly, in arrears, in cash,  commencing on November 1, 2004 and on the
first  business day of each  consecutive  calendar  month  thereafter  until the
Maturity Date (and on the Maturity  Date),  whether by acceleration or otherwise
(each, a "CONTRACT RATE PAYMENT DATE").
<PAGE>

                                   ARTICLE II
                          ADVANCES, PAYMENTS UNDER NOTE

            2.1.  Mechanics of Advances.  All Loans evidenced by this Note shall
be made in accordance with the terms and provisions of the Security Agreement.

            2.2. Fixed Conversion Price. For purposes hereof, subject to Section
3.5 hereof, the initial "FIXED CONVERSION PRICE" means $3.00.

            2.3.  No  Effective  Registration.  Notwithstanding  anything to the
contrary herein,  the Holder shall not be required accept shares of Common Stock
as payment  following  a  conversion  by the  Holder if there  fails to exist an
effective current Registration  Statement (as defined in the Registration Rights
Agreement)  covering the shares of Common Stock to be issued,  or if an Event of
Default hereunder exists and is continuing, unless such requirement is otherwise
waived in writing by the Holder in whole or in part at the Holder's option.

            2.4. Optional  Redemption in Cash. The Borrower will have the option
of prepaying this Note ("OPTIONAL  REDEMPTION") by paying to the Holder a sum of
money equal to one hundred twenty five percent (125%) of the principal amount of
this Note  together  with  accrued but unpaid  interest  thereon and any and all
other sums due,  accrued or payable to the Holder  arising under this Note,  the
Security  Agreement,  or any  Ancillary  Agreement  (as defined in the  Security
Agreement)  (the  "REDEMPTION  AMOUNT") on the day written  notice of redemption
(the "NOTICE OF  REDEMPTION")  is given to the Holder.  The Notice of Redemption
shall specify the date for such Optional  Redemption  (the  "REDEMPTION  PAYMENT
DATE")  which  date  shall be seven  (7) days  after  the date of the  Notice of
Redemption  (the  "REDEMPTION  PERIOD").  A Notice  of  Redemption  shall not be
effective  with  respect  to any  portion  of this Note for which the Holder has
previously  delivered a Notice of Conversion (defined below) pursuant to Section
3.1, or for conversions elected to be made by the Holder pursuant to Section 3.1
during the Redemption  Period.  The Redemption  Amount shall be determined as if
such Holder's conversion  elections had been completed  immediately prior to the
date of the Notice of Redemption. On the Redemption Payment Date, the Redemption
Amount (plus any  additional  interest and fees accruing on the Notes during the
Redemption  Period) must be irrevocably  paid in full in  immediately  available
funds to the  Holder.  In the event  the  Borrower  fails to pay the  Redemption
Amount on the Redemption  Payment Date, then such Redemption Notice will be null
and void.


                                       2
<PAGE>

                                  ARTICLE III
                           HOLDER'S CONVERSION RIGHTS

            3.1. Optional Conversion.  Subject to the terms of this Article III,
the Holder shall have the right,  but not the obligation,  at any time until the
Maturity  Date, or thereafter  during an Event of Default (as defined in Article
V), and, subject to the limitations set forth in Section 3.2 hereof,  to convert
all or  any  portion  of the  then  outstanding  principal  of  this  Note  (the
"Principal Amount") and/or accrued interest and fees due and payable thereon, in
each case, into fully paid and  nonassessable  shares of the Common Stock at the
Fixed  Conversion  Price.  The  shares  of Common  Stock to be issued  upon such
conversion are herein referred to as the "CONVERSION SHARES."

            3.2.  Conversion  Limitation.   Notwithstanding  anything  contained
herein to the contrary,  the Holder shall not be entitled to convert,  an amount
that  would be  convertible  into that  number of shares of Common  Stock  which
would,  at such time exceed,  when added to the number of shares of Common Stock
otherwise  beneficially  owned by such  Holder  including  those  issuable  upon
exercise of warrants and options held by such Holder,  4.99% of the  outstanding
shares  of  Common  Stock of the  Borrower  at the time of  conversion.  For the
purposes of the immediately  preceding sentence,  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the Exchange Act and  Regulation
13d-3 thereunder.  The conversion limitation described in this Section 3.2 shall
automatically  become  null and void  without  any notice to  Borrower  upon the
occurrence and during the continuance  beyond any applicable  grace period of an
Event of Default, or upon 75 days prior notice to the Borrower.

            3.3. Mechanics of Holder's Conversion.  In the event that the Holder
elects to convert this Note into Common  Stock,  the Holder shall give notice of
such  election by  delivering  an executed and  completed  notice of  conversion
("NOTICE OF  CONVERSION")  to the Borrower and such Notice of  Conversion  shall
provide a  breakdown  in  reasonable  detail of the  Principal  Amount,  accrued
interest  and  fees  that  are  being  converted.  On each  Conversion  Date (as
hereinafter defined) and in accordance with its Notice of Conversion, the Holder
shall make the appropriate  reduction to the Principal Amount,  accrued interest
and fees as entered in its records and shall provide  written  notice thereof to
the Borrower  within two (2) business days after the Conversion  Date. Each date
on which a Notice of  Conversion  is delivered or  telecopied to the Borrower in
accordance  with the  provisions  hereof shall be deemed a Conversion  Date (the
"CONVERSION  DATE"). A form of Notice of Conversion to be employed by the Holder
is  annexed  hereto  as  Exhibit  A.  Pursuant  to the  terms of the  Notice  of
Conversion,   the  Borrower  will  issue  instructions  to  the  transfer  agent
accompanied by an opinion of counsel,  if such opinion of counsel is required by
the transfer agent,  within two (2) business days of the date of the delivery to
Borrower  of the Notice of  Conversion  and shall  cause the  transfer  agent to
transmit the certificates  representing the Conversion  Shares to the Holder (if
eligible,  such certificates  shall be delivered by crediting the account of the
Holder's designated broker with the Depository Trust Corporation ("DTC") through
its  Deposit  Withdrawal  Agent  Commission  ("DWAC")  system  within  three (3)
business  days after  receipt by the Borrower of the Notice of  Conversion  (the
"DELIVERY  DATE")).  In the case of the  exercise of the  conversion  rights set
forth herein the conversion privilege shall be deemed to have been exercised and
the Conversion Shares issuable upon such conversion shall be deemed to have been
issued upon the date of receipt by the Borrower of the Notice of Conversion. The
Holder  shall be treated for all  purposes  as the record  holder of such Common
Stock,  unless the Holder  provides the  Borrower  written  instructions  to the
contrary.


                                       3
<PAGE>

            3.4. Late  Payments.  The Borrower  understands  that a delay in the
delivery  of the shares of Common  Stock in the form  required  pursuant to this
Article beyond the Delivery Date could result in economic loss to the Holder. As
compensation  to the  Holder  for such  loss,  the  Borrower  agrees to pay late
payments to the Holder for late  issuance  of such  shares in the form  required
pursuant to this Article III upon conversion of the Note, in the amount equal to
$250 per  business  day after the  Delivery  Date.  The  Borrower  shall pay any
payments incurred under this Section in immediately available funds upon written
demand from Holder.

            3.5.  Adjustment  Provisions.  The Fixed Conversion Price and number
and kind of shares or other  securities to be issued upon conversion  determined
pursuant  to Section 2.2 shall be subject to  adjustment  from time to time upon
the happening of certain events while this conversion right remains outstanding,
as follows:

                  A.  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 Amount 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 (i) immediately  prior to or (ii) immediately  after
such reclassification or other change at the sole election of the Holder.

                  B. 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 or any
preferred  stock  issued by the  Borrower in shares of Common  Stock,  the Fixed
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.

                  C. Share Issuances.  Subject to the provisions of this Section
3.5, if the Borrower  shall at any time prior to the  conversion or repayment in
full of the  Principal  Amount  issue any shares of Common  Stock or  securities
convertible  into  Common  Stock to a person  other than the Holder  (except (i)
pursuant to  Subsections  A or B above;  (ii)  pursuant to options,  warrants or
other obligations to issue shares outstanding on the date hereof as disclosed to
Holder in writing,  including,  without  limitation,  shares  issuable  upon the
conversion of warrants issued on or prior to the date hereof and held by Burnham
Securities or its affiliates and shares issuable upon conversion of that certain
$100,000 promissory note of AC Technical Ltd. issued prior to the date hereof in
favor of Rachel  Heller;  or (iii)  pursuant to options that may be issued under
any employee  incentive  stock  option  and/or any  qualified  stock option plan
adopted by the  Borrower;  (iv)  pursuant to  securities  issued to the original
Holder on the date hereof;  or (v) pursuant to  securities  issued in connection
with acquisitions or strategic  transactions the primary purpose of which is not
raising  capital,  so long as, in the case of this  clause  (v),  such shares of
Common Stock so issued (or securities  convertible  into Common Stock so issued)
are restricted and do not become freely or publicly  traded in any respect prior
to the two year  anniversary of the issuance  thereof) for a  consideration  per
share (the "OFFER PRICE") less than any Fixed  Conversion Price in effect at the
time of such issuance,  then such Fixed Conversion Price applicable to a portion
of the outstanding principal amount of this Note (and all interest,  fees, costs
and expenses  related  thereto)  equal to the fair market value of the aggregate
consideration  paid for, or  attributable  to,  such  shares of Common  Stock or
securities  convertible into Common Stock (the "Aggregate  Consideration") shall
be  immediately  reset to such lower Offer Price at the time of issuance of such
securities (provided that, in the event that the outstanding principal amount of
this Note is greater than the  respective  Aggregate  Consideration,  the Holder
shall  determine  in its  sole  discretion  which  portion  of  the  outstanding
principal  amount of this Note shall have a "reset" Fixed  Conversion Price as a
result  of  such  issuance).  For  example,  in the  event  that  the  Aggregate
Consideration equals $1,000,000, a Fixed Conversion Price applicable a principal
amount of this Note equal to  $1,000,000  (plus all  interest,  fees,  costs and
expenses  related  thereto) shall be reset to the Offer Price if the Offer Price
is less than such Fixed Conversion Price in effect at the time of such issuance.
For purposes  hereof,  the issuance of any security of the Borrower  convertible
into or  exercisable  or  exchangeable  for  Common  Stock  shall  result  in an
adjustment  to the  Fixed  Conversion  Price  at the  time of  issuance  of such
securities.


                                       4
<PAGE>

                  D.   Computation  of   Consideration.   For  purposes  of  any
computation  respecting  consideration  received pursuant to Subsection C above,
the following shall apply:

                        (a) in the case of the  issuance  of  shares  of  Common
Stock for cash,  the  consideration  shall be the amount of such cash,  provided
that in no case shall any  deduction be made for any  commissions,  discounts or
other  expenses  incurred by the Borrower for any  underwriting  of the issue or
otherwise in connection therewith;

                        (b) in the case of the  issuance  of  shares  of  Common
Stock for a consideration in whole or in part other than cash, the consideration
other  than  cash  shall  be  deemed  to be the fair  market  value  thereof  as
determined in good faith by the Board of Directors of the Borrower (irrespective
of the accounting treatment thereof); and

                        (c) Upon any such exercise, the aggregate  consideration
received for such securities shall be deemed to be the consideration received by
the Borrower for the issuance of such  securities  plus the  additional  minimum
consideration,  if any, to be received by the Borrower  upon the  conversion  or
exchange  thereof (the  consideration  in each case to be determined in the same
manner as provided in clauses (a) and (b) of this Subsection (D)).

            3.6.  Reservation of Shares.  During the period the conversion right
exists,  the 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. The Borrower  represents  that upon issuance,
such shares will be duly and validly issued, fully paid and non-assessable.  The
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.


                                       5
<PAGE>

            3.7.  Registration  Rights. The Holder has been granted registration
rights with respect to the shares of Common Stock  issuable  upon  conversion of
this Note as more fully set forth in a Registration Rights Agreement dated as of
the date hereof between the Borrower and the Holder.

            3.8 Mandatory  Conversion.  Notwithstanding  anything  herein to the
contrary,  subject to the conversion  limitations  set forth in Section 3.2, if,
after the date a  registration  statement  covering the resale of the Conversion
Shares is declared effective, and so long as such registration statement remains
effective,  (A) the closing price for any ten (10)  consecutive  trading days (a
"Conversion  Period") exceeds 135% of the then effective Fixed Conversion Price,
the Holder will,  within ten (10) trading  days of any such  Conversion  Period,
convert all or part of the then  outstanding  Principal Amount of this Note plus
all accrued,  but unpaid interest thereon.  The Holder shall only be required to
effect such a conversion  referred to in the immediately  preceding  sentence if
each of the  following  shall be true:  (i) there is an  effective  registration
statement  pursuant to which the Holder is permitted  to utilize the  prospectus
thereunder to resell all of the Conversion  Shares issued to the Holder (or such
Conversion Shares are eligible under Rule 144 of the Securities Act); (ii) there
is a sufficient  number of  authorized  but unissued  and  otherwise  unreserved
shares of Common  Stock for the  issuance  of all the  Conversion  Shares as are
issuable  to the  Holder  upon such  conversion  of this Note  pursuant  to this
Section  3.8 and (iii) the amount of this Note to be so  converted  pursuant  to
this Section 3.8 (when combined with the amount of the secured  convertible term
note issued by the  Borrower to the Holder on the date hereof to be so converted
pursuant  to Section 3.6  thereof  and the amount of any other  promissory  note
issued by the  Borrower  to the  Holder  required  to be  similarly  manditorily
converted)  does not exceed ten percent  (10%) of the aggregate  dollar  trading
volume of the Common Stock during the Conversion Period.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

            4.1. The  occurrence of any of the events set forth in Section 19 of
the Security Agreement shall constitute an Event of Default ("EVENT OF DEFAULT")
hereunder.

                           DEFAULT RELATED PROVISIONS

            4.2 Default  Interest Rate.  Following the occurrence and during the
continuance  of an  Event  of  Default  and  following  the  expiration  of  all
applicable  notice and cure periods  related  thereto,  the  Borrower  shall pay
additional  interest  on this  Note on a  monthly  basis in an  amount  equal to
eighteen  percent  (18%) per annum and all  outstanding  Obligations,  including
unpaid interest, shall continue to accrue such additional interest from the date
of such  Event of  Default  until the date  such  Event of  Default  is cured or
waived.

            4.3 Conversion  Privileges.  The conversion  privileges set forth in
Article  III shall  remain in full  force and effect  immediately  from the date
hereof and until this Note is paid in full.


                                       6
<PAGE>

            4.4  Cumulative  Remedies.  The  remedies  under  this Note shall be
cumulative.

                                   ARTICLE V
                                DEFAULT PAYMENTS

            5.1.  Default  Payment.  If  an  Event  of  Default  occurs  and  is
continuing beyond any applicable grace period,  the Holder,  at its option,  may
elect,  in addition  to all rights and  remedies  of Holder  under the  Security
Agreement and the Ancillary Agreements and all obligations of Borrower under the
Security Agreement and the Ancillary Agreements, to require the Borrower to make
a Default Payment ("DEFAULT PAYMENT").  The Default Payment shall be 120% of the
outstanding principal amount of the Note, plus accrued but unpaid interest,  all
other fees then remaining unpaid, and all other amounts payable  hereunder.  The
Default  Payment  shall be applied  first to any fees due and  payable to Holder
pursuant to the Notes or the  Ancillary  Agreements,  then to accrued and unpaid
interest  due on the  Notes and then to  outstanding  principal  balance  of the
Notes.

            5.2.  Default  Payment  Date.  The Default  Payment shall be due and
payable  immediately  on the date  that the  Holder  has  exercised  its  rights
pursuant to Section 5.1 ("DEFAULT PAYMENT DATE").

                                   ARTICLE VI
                                  MISCELLANEOUS

            6.1. General Interest Rules.  Notwithstanding any provisions herein,
(i) in no event  shall the  aggregate  "interest"  (as that term is  defined  in
Section 347 of the Criminal Code (Canada) paid  hereunder  result in the receipt
by the Holder of interest at a "criminal  rate" (as such term is construed under
the Criminal Code of Canada");  (ii) unless otherwise specified herein, whenever
any amount is payable  hereunder  as  interest  or as a fee which  requires  the
calculation  of an amount  using a  percentage  per annum,  such amount shall be
calculated  as of the date  payment is due  without  application  of the "deemed
reinvestment  principle" or the "effective yield method"; and (iii) for purposes
of  disclosure  under the  Interest Act (Canada)  where  interest is  calculated
pursuant  thereto at a rate based  upon a year of 360,  365 or 366 days,  as the
case may be (the "First  Rate"),  the rate or percentage of interest on a yearly
basis is equivalent  to such First Rate  multiplied by the actual number of days
in the year divided by 360, 365 or 366 , as the case may be.

            6.2.  Failure or Indulgence  Not Waiver.  No failure or delay on the
part of the  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.

            6.3.  Notices.  Any notice herein  required or permitted to be given
shall be in writing and  provided in  accordance  with the terms of the Security
Agreement.


                                       7
<PAGE>

            6.4. 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, and any successor instrument as it may be amended or supplemented.

            6.5. 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 in accordance with the
requirements of the Security Agreement.

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

            6.7.  Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  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 to this Note 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.  In the event that any provision of
this Note is invalid or  unenforceable  under any applicable  statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or unenforceability of any other provision
of this Note.  Nothing  contained  herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action  against the Borrower
in any other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court order in favor of Holder.

            6.8. 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.

            6.9. Security Interest and Guarantee.  The Holder has been granted a
security  interest (i) in certain assets of the Borrower and its Subsidiaries as
more fully  described in (x) the  Security  Agreement,  (y) the Master  Security
Agreement dated as of the date hereof and (z) certain other Ancillary Agreements
and (ii) pursuant to the Stock Pledge Agreement dated as of the date hereof. The
obligations   of  the  Borrower  under  this  Note  are  guaranteed  by  certain
Subsidiaries of the Borrower pursuant to the Subsidiary Guaranty dated as of the
date hereof.

            6.10.  Construction.  Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

       [Balance of page intentionally left blank; signature page follows.]


                                       8
<PAGE>

      IN WITNESS  WHEREOF,  the  Borrower  has caused this  Secured  Convertible
Minimum Borrowing Note to be signed in its name effective as of this 30th day of
September, 2004.

                                          CREATIVE VISTAS, INC.

                                          By:/s/ Sayan Navaratnam
                                             -----------------------------------
                                          Name: Sayan Navaratnam
                                          Title:CEO

WITNESS:

/s/ Michael Nett
-----------------------------------


                                       9
<PAGE>

                              NOTICE OF CONVERSION

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

            The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Secured  Convertible Minimum Borrowing
Note issued by Creative Vistas, Inc. on September __, 2004 into Shares of Common
Stock of Creative Vistas, Inc. (the "Borrower")  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:
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Print Name:
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Address:
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Holder DWAC
instructions
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