**THIS
      NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF
      AN
      OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
      TO
      THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
      HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
      FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES
      LAWS.**








**INTERLINK
      GLOBAL CORP.**





**Series
      B**


**Senior
      Convertible Promissory Note**


**Note
                  Number**
              
              2006-B-NOTE-001**Note
                  Issue Date**
              
              February
                  28, 2006**Maturity
                  Date**
              
              August
                  28, 2007**Name
                  of Note Holder**
              
              Vicis
                  Capital Master Fund**Total
                  Amount of Note**
              
              $850,000





For
      value
      received, Interlink Global Corp, a Nevada corporation (the “ Maker ”),
      hereby promises to pay to the order of the “Holder” identified above, (together
      with its successors, representatives, and permitted assigns, the “ Holder ”),
      in
      accordance with the terms hereinafter provided, the principal amount set forth
      above, together with interest thereon. Concurrently with the issuance of this
      Note, the Maker is issuing separate senior convertible promissory notes (the
      “ Other
      Notes ”)
      to
      separate purchasers (the “ Other
      Holders ”)
      pursuant to the Purchase Agreement (as defined in Section 1.1 hereof).




All
      payments under or pursuant to this Note shall be made in United States Dollars
      in immediately available funds to the Holder at the address of the Holder first
      set forth above or at such other place as the Holder may designate from time
      to
      time in writing to the Maker or by wire transfer of funds to the Holder’s
      account, instructions for which are attached hereto as Exhibit
      A .
      The
      outstanding principal balance of this Note shall be due and payable on the
      “ Maturity
      Date ”
set
      forth above or at such earlier time as provided herein, unless converted prior
      to the Maturity Date, as described herein.







ARTICLE
      I




Section
      1.1  Purchase
      Agreement. This Note has been executed and delivered pursuant to the Note
      and Warrant Purchase Agreement dated as of November 29, 2005 (the “Purchase
      Agreement”) by and among the Maker and the
      purchasers listed therein. Capitalized terms used and not otherwise defined
      herein shall have the meanings set forth for such terms in the Purchase
      Agreement.




Section
      1.2  Interest.
      Beginning on the issuance date of this Note (the “Issuance Date”), the
      outstanding principal balance of this Note shall bear interest, in arrears,
      at a
      rate per annum equal to ten percent (10%), payable on December 1 of each year
      commencing December 1, 2006 at the option of the Maker in (A) cash, (B)
      additional senior convertible promissory notes in a form substantially identical
      to this Note, or (C) in registered shares of the Maker’s common stock, par value
      $0.001 per share (the “Common Stock”), in accordance with terms of Section 1.3
      below. Interest shall be computed on the basis of a 360-day year of twelve
      (12)
      30-day months and shall accrue commencing on the Issuance Date. Furthermore,
      upon the occurrence of an Event of Default (as defined in Section 2.1 hereof),
      then to the extent permitted by law, the Maker will pay interest to the Holder,
      payable on demand, on the outstanding principal balance of the Note from the
      date of the Event of Default until such Event of Default is cured at the rate
      of
      the lesser of fifteen percent (15%) and the maximum applicable legal rate per
      annum. ****




Section
      1.3  Payment
      of Principal and Interest.




(a)  Commencing
      on the fifth (5 th )
      month
      following the Issuance Date and continuing thereafter on the first
      (1 st )
      business day of each month (a “Principal Payment Date”), the Maker shall pay an
      amount to the Holder equal to 1/14 th of the
      original principal amount of this Note plus any accrued but unpaid interest
      (the
“ Principal
      Installment Amount ”); provided , however ,
      if on
      any Principal Payment Date, the outstanding principal amount of this Note plus
      any accrued but unpaid interest is less than the Principal Installment Amount,
      then the Maker shall pay to the Holder such lesser amount. The Maker may pay
      such Principal Installment Amount in cash or registered shares of Common Stock.
      If the Maker elects to pay the Principal Installment Amount in cash such amount
      shall be wired in immediately available funds on the Principal Payment Date; provided , however ,
      that if
      the Holder has delivered a Conversion Notice to the Maker or delivers a
      Conversion Notice prior to the Principal Payment Date. The conversion amount
      shall be applied to the next principal and interest payment due under the terms
      of this Note. . The
      Maker shall provide irrevocable written notice to the Holder of the form of
      payment of the Principal Installment Amount on the tenth (10 th )
      business day prior to the first day of each month for which a Principal
      Installment Amount is required to be made by the Maker.




(b)  If
      the
      Maker elects to pay the Principal Installment Amount in registered shares of
      Common Stock, the number of registered shares of Common Stock to be issued
      to
      the Holder shall be an amount equal to the Principal Installment Amount divided
      by eighty-five percent (85%) of the average of the Closing Bid Price (as defined
      in Section 1.3(c) hereof) for the ten (10) Trading Days immediately preceding
      the Principal Payment Date; provided , however ,
      that if
      the Holder has delivered a Conversion Notice to the Maker or delivers a
      Conversion Notice prior to the Principal Date, the shares underlyin the
      Conversion will be applied to the next principal and interest payment due.,
      the
      Maker may elect to pay the Principal Installment Amount in registered shares
      of
      Common Stock on any Principal Payment Date only if (A) the registration
      statement providing for the resale of the shares of Common Stock issuable upon
      conversion of this Note (the “ Registration
      Statement ”)
      is
      effective and has been effective, without lapse or suspension of any kind,
      for a
      period of twenty (20) consecutive calendar days, (B) trading
      in the Common Stock shall not have been suspended by the Securities and Exchange
      Commission or the OTC Bulletin Board (or other exchange or market on which
      the
      Common Stock is trading), (C) the Maker is in material compliance with the
      terms
      and conditions of this Note and the other Transaction Documents, and (D) the
      issuance of shares of Common Stock on the Principal Payment Date does not
      violate the provisions of Section 3.4 hereof .




Page
          2




(c)  The
      term
“ Closing
      Bid Price ”
shall
      mean, on any particular date (i) the last trading price per share of the Common
      Stock on such date on the Pink Sheets, OTC
      Bulletin Board or
      another registered national stock exchange on which the Common Stock is then
      listed, or if there is no such price on such date, then the last trading price
      on such exchange or quotation system on the date nearest preceding such date,
      or
      (ii) if the Common Stock is not listed then on the Pink Sheets, OTC Bulletin
      Board or any registered national stock exchange, the last trading price for
      a
      share of Common Stock in the over-the-counter market, as reported by the Pink
      Sheets, OTC Bulletin Board or in the National Quotation Bureau Incorporated
      or
      similar organization or agency succeeding to its functions of reporting prices)
      at the close of business on such date, or (iii) if the Common Stock is not
      then
      reported by the Pink Sheets, OTC Bulletin Board or the National Quotation Bureau
      Incorporated (or similar organization or agency succeeding to its functions
      of
      reporting prices), then the average of the “Pink Sheet” quotes for the relevant
      conversion period, as determined in good faith by the Holder, or (iv) if the
      Common Stock is not then publicly traded the fair market value of a share of
      Common Stock as determined by the Holder and reasonably acceptable to the
      Maker.




Section
      1.4  [Intentionally
      Omitted.]




Section
      1.5  Payment
      on Non-Business Days. Whenever any payment to be made shall be due on a
      Saturday, Sunday or a public holiday under the laws of the State of New York,
      such payment may be due on the next succeeding business day and such next
      succeeding day shall be included in the calculation of the amount of accrued
      interest payable on such date.




Section
      1.6  Transfer.
      This Note may not be transferred or sold, subject to the provisions of Section
      4.8 of this Note, or pledged, hypothecated or otherwise granted as security
      by
      the Holder.




Section
      1.7  Replacement.
      Upon receipt of a duly executed, notarized and unsecured written statement
      from
      the Holder with respect to the loss, theft or destruction of this Note (or
      any
      replacement hereof) and a standard indemnity, or, in the case of a mutilation
      of
      this Note, upon surrender and cancellation of such Note, the Maker shall issue
      a
      new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed
      or
      mutilated Note.




Page
          3




ARTICLE
      II




EVENTS
      OF DEFAULT; REMEDIES




Section
      2.1  Events
      of Default. The occurrence of any of the following events shall be an “Event
      of Default” under this Note:




(a)  the
      Maker
      shall fail to make the Principal Installment Amount on a Principal Payment
      Date
      and such default is not fully cured within three (3) business daysafter the
      occurrence thereof; or




(b)  the
      failure of the Registration Statement to be declared effective by the Securities
      and Exchange Commission on or prior to the date which is one hundred eighty
      (180) days after the Issuance Date; or




(c)  the
      suspension from listing, without subsequent listing on any one of, or the
      failure of the Common Stock to be listed on at least one of the Pink Sheets,
      OTC
      Bulletin Board, the American Stock Exchange, the Nasdaq National Market, the
      Nasdaq SmallCap Market or The New York Stock Exchange, Inc. for a period of
      five
      (5) consecutive Trading Days; or




(d)  the
      Maker’s notice to the Holder, including by way of public announcement, at any
      time, of its inability to comply (including for any of the reasons described
      in
      Section 3.8(a) hereof) or its intention not to comply with proper requests
      for
      conversion of this Note into shares of Common Stock; or




(e)  the
      Maker
      shall fail to (i) timely deliver the shares of Common Stock upon conversion
      of
      the Note or any interest accrued and unpaid, (ii) file the Registration
      Statement in accordance with the terms of the Registration Rights Agreement
      or
      (iii) make the payment of any fees and/or liquidated damages under this Note,
      the Purchase Agreement or the Registration Rights Agreement, which failure
      in
      the case of items (i) and (iii) of this Section 2.1(e) is not remedied within
      three (3) business days after the incurrence thereof; or




(f)  while
      the
      Registration Statement is required to be maintained effective pursuant to the
      terms of the Registration Rights Agreement, the effectiveness of the
      Registration Statement lapses for any reason (including, without limitation,
      the
      issuance of a stop order) or is unavailable to the Holder for sale of the
      Registrable Securities (as defined in the Registration Rights Agreement) in
      accordance with the terms of the Registration Rights Agreement, and such lapse
      or unavailability continues for a period of ten (10) consecutive Trading Days, provided that the
      Maker has not exercised its rights pursuant to Section 3(n) of the Registration
      Rights Agreement; or




Page
          4




(g)  default
      shall be made in the performance or observance of (i) any material covenant,
      condition or agreement contained in this Note (other than as set forth in clause
      (f) of this Section 2.1) and such default is not fully cured within three (3)
      business days after the Maker receives notice from the Holder of the occurrence
      thereof or (ii) any material covenant, condition or agreement contained in
      the
      Purchase Agreement, the Other Notes, the Registration Rights Agreement or any
      other Transaction Document which is not covered by any other provisions of
      this
      Section 2.1 and such default is not fully cured within three (3) business days
      after the Maker receives notice from the Holder of the occurrence thereof;
      or




(h)  any
      material representation or warranty made by the Maker herein or in the Purchase
      Agreement, the Registration Rights Agreement, the Other Notes or any other
      Transaction Document shall prove to have been false or incorrect or breached
      in
      a material respect on the date as of which made; or




(i)  the
      Maker
      shall (A) default in any payment of any amount or amounts of principal of or
      interest on any Indebtedness (other than the Indebtedness hereunder) the
      aggregate principal amount of which Indebtedness is in excess of
      $100,000 **** or
      (B)
      default in the observance or performance of any other agreement or condition
      relating to any Indebtedness or contained in any instrument or agreement
      evidencing, securing or relating thereto, or any other event shall occur or
      condition exist, the effect of which default or other event or condition is
      to
      cause, or to permit the holder or holders or beneficiary or beneficiaries of
      such Indebtedness to cause with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity; or




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




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




Page
          5




(l)  the
      failure of the Maker to instruct its transfer agent to remove any legends from
      shares of Common Stock eligible to be sold under Rule 144 of the Securities
      Act
      and issue such unlegended certificates to the Holder within three (3) business
      days of the Holder’s request so long as the Holder has provided reasonable
      assurances to the Maker that such shares of Common Stock can be sold pursuant
      to
      Rule 144, and the corresponding legal opinion required by the Maker’s transfer
      agent; or




(m)  the
      failure of the Maker to pay any amounts due to the Holder herein or in the
      Purchase Agreement or the Registration Rights Agreement within three (3)
      business days of the date such payments are due; or




(n)  the
      occurrence of an Event of Default under the Other Notes.




Section
      2.2  Remedies
      Upon An Event of Default. If an Event of Default shall have occurred and
      shall be continuing, the Holder of this Note may at any time at its option,
      (a)
      declare the entire unpaid principal balance of this Note, together with all
      interest accrued hereon, due and payable, and thereupon, the same shall be
      accelerated and so due and payable, without presentment, demand, protest, or
      notice, all of which are hereby expressly unconditionally and irrevocably waived
      by the Maker; provided, however, that upon the occurrence of an Event of Default
      described in (i) Sections 2.1 (j) or (k), the outstanding principal balance
      and
      accrued interest hereunder shall be automatically due and payable and (ii)
      Sections 2.1 (b)-(i), demand the prepayment of this Note pursuant to Section
      3.7
      hereof, (b) demand that the principal amount of this Note then outstanding
      and
      all accrued and unpaid interest thereon shall be converted into shares of Common
      Stock at a Conversion Price per share calculated pursuant to Section 3.1 hereof
      assuming that the date that the Event of Default occurs is the Conversion Date
      (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any
      one
      or more of the Holder’s rights, powers, privileges, remedies and interests under
      this Note, the Purchase Agreement, the Registration Rights Agreement or
      applicable law. No course of delay on the part of the Holder shall operate
      as a
      waiver thereof or otherwise prejudice the right of the Holder. No remedy
      conferred hereby shall be exclusive of any other remedy referred to herein
      or
      now or hereafter available at law, in equity, by statute or
      otherwise.




ARTICLE
      III




CONVERSION;
      ANTIDILUTION; PREPAYMENT




Section
      3.1  Conversion
      Option.




(a)  At
      any
      time on or after the date: (i) the Securities and Exchange Commission declares
      the Registration Statement (as defined in the Registration Rights Agreement
      entered into by and between the Maker and the Holder) effective, or (ii) the
      Holder is able to convert this Note pursuant to Rule 144(k) of the Securities
      Act of 1933, as amended, this Note shall be convertible (in whole or in part),
      at the option of the Holder (the “Conversion Option”), into such number of fully
      paid and non-assessable shares of Common Stock (the “Conversion Rate”) as is
      determined by dividing (x) that portion of the outstanding principal balance
      plus any accrued but unpaid interest under this Note as of such date that the
      Holder elects to convert by (y) the Conversion Price (as defined in Section
      3.2(a) hereof) then in effect on the date on which the Holder faxes a notice
      of
      conversion (the “Conversion Notice”), duly executed, to the Maker at the Fax
      number provided in the Purchase Agreement, Attn.: Chief Executive Officer (the
      “Voluntary Conversion Date”), provided, however, that the Conversion Price shall
      be subject to adjustment as described in Section 3.6 below. The Holder shall
      deliver this Note to the Maker at the address designated in the Purchase
      Agreement at such time that this Note is fully converted. With respect to
      partial conversions of this Note, the Maker shall keep written records of the
      amount of this Note converted as of each Conversion Date.




Page
          6




(b)  On
      the
      Mandatory Conversion Date (as defined below), the Maker may cause the principal
      amount of this Note plus all accrued and unpaid interest to convert into a
      number of fully paid and nonassessable shares of Common Stock equal to the
      quotient of (i) the principal amount of this Note plus all accrued and unpaid
      interest outstanding on the Mandatory Conversion Date divided by (ii) the
      Conversion Price in effect on the Mandatory Conversion Date by providing five
      business (5) days prior written notice of such Mandatory Conversion Date. As
      used herein, a “ Mandatory
      Conversion Date ”
shall
      be a date following the effective date of the Registration Statement in which
      the Closing Bid Price exceeds $2.50 for a period of ten (10) consecutive Trading
      Days and the average daily trading volume for such ten (10) consecutive Trading
      Day period exceeds 125,000 shares of Common Stock; provided , that (A) the
      Registration Statement is effective and has been effective, without lapse or
      suspension of any kind, for a period of twenty (20) consecutive calendar days
      immediately preceding the Mandatory Conversion Date, (B) trading
      in the Common Stock shall not have been suspended by the Securities and Exchange
      Commission or the Pink Sheets or OTC Bulletin Board (or other exchange or market
      on which the Common Stock is trading), (C) the Maker is in material compliance
      with the terms and conditions of this Note and the other Transaction Documents,
      (D) the issuance of shares of Common Stock on the Mandatory Conversion Date
      pursuant to such mandatory conversion does not violate the provisions of Section
      3.4 hereof, and (E) the Maker is not in possession of any material non-public
      information .
      Notwithstanding the foregoing to the contrary, the Mandatory Conversion Date
      shall be extended for as long as a Triggering Event (as defined in Section
      3.7(f) hereof) shall have occurred and be continuing. The Mandatory Conversion
      Date and the Voluntary Conversion Date collectively are referred to in this
      Note
      as the “ Conversion
      Date .”




Section
      3.2  Conversion
      Price.




(a)  The
      term
“ Conversion
      Price ”
shall
      mean **$0.75** ,
      subject
      to adjustment under Section 3.6 hereof.




(b)  Notwithstanding
      any of the foregoing to the contrary, if during any period (a “ Black-out
      Period ”),
      a
      Holder is unable to trade any Common Stock issued or issuable upon conversion
      of
      this Note immediately due to the postponement of filing or delay or suspension
      of effectiveness of the Registration Statement or because the Maker has
      otherwise informed such Holder that an existing prospectus cannot be used at
      that time in the sale or transfer of such Common Stock (provided that such
      postponement, delay, suspension or fact that the prospectus cannot be used
      is
      not due to factors solely within the control of the Holder of this Note or
      due
      to the Maker exercising its rights under Section 3(n) of the Registration Rights
      Agreement), such Holder shall have the option but not the obligation on any
      Conversion Date within ten (10) Trading Days following the expiration of the
      Black-out Period of using the Conversion Price applicable on such Conversion
      Date or any Conversion Price selected by such Holder that would have been
      applicable had such Conversion Date been at any earlier time during the
      Black-out Period or within the ten (10) Trading Days thereafter. In no event
      shall the Black-out Period have any effect on the Maturity Date of this Note.




Page
          7




Section
      3.3  Mechanics
      of Conversion.




(a)  Not
      later
      than three (3) Trading Days after any Conversion Date, the Maker or its
      designated transfer agent, as applicable, shall issue and deliver to the
      Depository Trust Company (“ DTC ”)
      account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
      System (“ DWAC ”)
      as
      specified in the Conversion Notice, registered in the name of the Holder or
      its
      designee, for the number of shares of Common Stock to which the Holder shall
      be
      entitled. In the alternative, not later than three (3) Trading Days after any
      Conversion Date, the Maker shall deliver to the applicable Holder by express
      courier a certificate or certificates which shall be free of restrictive legends
      and trading restrictions (other than those required by Section 5.1 of the
      Purchase Agreement) representing the number of shares of Common Stock being
      acquired upon the conversion of this Note (the “ Delivery
      Date ”).
      Notwithstanding the foregoing to the contrary, the Maker or its transfer agent
      shall only be obligated to issue and deliver the shares to the DTC on the
      Holder’s behalf via DWAC (or certificates free of restrictive legends) if such
      conversion is in connection with a sale and the Holder has complied with the
      applicable prospectus delivery requirements (as evidenced by documentation
      furnished to and reasonably satisfactory to the Maker). If in the case of any
      Conversion Notice such certificate or certificates are not delivered to or
      as
      directed by the applicable Holder by the Delivery Date, the Holder shall be
      entitled by written notice to the Maker at any time on or before its receipt
      of
      such certificate or certificates thereafter, to rescind such conversion, in
      which event the Maker shall immediately return this Note tendered for
      conversion, whereupon the Maker and the Holder shall each be restored to their
      respective positions immediately prior to the delivery of such notice of
      revocation, except that any amounts described in Sections 3.3(b) and (c) shall
      be payable through the date notice of rescission is given to the Maker.




(b)  The
      Maker
      understands that a delay in the delivery of the shares of Common Stock upon
      conversion of this Note beyond the Delivery Date could result in economic loss
      to the Holder. If the Maker fails to deliver to the Holder such shares via
      DWAC
      or a certificate or certificates pursuant to this Section hereunder by the
      Delivery Date, the Maker shall pay to such Holder, in cash, an amount per
      Trading Day for each Trading Day until such shares are delivered via DWAC or
      certificates are delivered, together with interest on such amount at a rate
      of
      10% per annum, accruing until such amount and any accrued interest thereon
      is
      paid in full, equal to the greater of (A) (i) 1% of the aggregate principal
      amount of the Notes requested to be converted for the first five (5) Trading
      Days after the Delivery Date and (ii) 2% of the aggregate principal amount
      of
      the Notes requested to be converted for each Trading Day thereafter and (B)
      $2,000 per day (which amount shall be paid as liquidated damages and not as
      a
      penalty). Nothing herein shall limit a Holder’s right to pursue actual damages
      for the Maker’s failure to deliver certificates representing shares of Common
      Stock upon conversion within the period specified herein and such Holder shall
      have the right to pursue all remedies available to it at law or in equity
      (including, without limitation, a decree of specific performance and/or
      injunctive relief). Notwithstanding anything to the contrary contained herein,
      the Holder shall be entitled to withdraw a Conversion Notice, and upon such
      withdrawal the Maker shall only be obligated to pay the liquidated damages
      accrued in accordance with this Section 3.3(b) through the date the Conversion
      Notice is withdrawn.




Page
          8




(c)  In
      addition to any other rights available to the Holder, if the Maker fails to
      cause its transfer agent to transmit to the Holder a certificate or certificates
      representing the shares of Common Stock issuable upon conversion of this Note
      on
      or before the Delivery Date, and if after such date the Holder is required
      by
      its broker to purchase (in an open market transaction or otherwise) shares
      of
      Common Stock to deliver in satisfaction of a sale by the Holder of the shares
      of
      Common Stock issuable upon conversion of this Note which the Holder anticipated
      receiving upon such exercise (a “ Buy-In” ),
      then
      the Maker shall (1) pay in cash to the Holder the amount by which (x) the
      Holder’s total purchase price (including brokerage commissions, if any) for the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of shares of Common Stock issuable upon conversion
      of
      this Note that the Maker was required to deliver to the Holder in connection
      with the conversion at issue times (B) the price at which the sell order giving
      rise to such purchase obligation was executed, and (2) at the option of the
      Holder, either reinstate the portion of the Note and equivalent number of shares
      of Common Stock for which such conversion was not honored or deliver to the
      Holder the number of shares of Common Stock that would have been issued had
      the
      Maker timely complied with its conversion and delivery obligations hereunder.
      For example, if the Holder purchases Common Stock having a total purchase price
      of $11,000 to cover a Buy-In with respect to an attempted conversion of shares
      of Common Stock with an aggregate sale price giving rise to such purchase
      obligation of $10,000, under clause (1) of the immediately preceding sentence
      the Maker shall be required to pay the Holder $1,000. The Holder shall provide
      the Maker written notice indicating the amounts payable to the Holder in respect
      of the Buy-In, together with applicable confirmations and other evidence
      reasonably requested by the Maker. Nothing herein shall limit a Holder’s right
      to pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Maker’s failure to timely deliver
      certificates representing shares of Common Stock upon conversion of this Note
      as
      required pursuant to the terms hereof.




Section
      3.4  Ownership
      Cap and Certain Conversion Restrictions.




(a)  Notwithstanding
      anything to the contrary set forth in Section 3 of this Note, at no time may
      the
      Holder convert all or a portion of this Note if the number of shares of Common
      Stock to be issued pursuant to such conversion would exceed, when aggregated
      with all other shares of Common Stock owned by the Holder at such time, the
      number of shares of Common Stock which would result in the Holder beneficially
      owning (as determined in accordance with Section 13(d) of the Exchange Act
      and
      the rules thereunder) more than 4.9% of all of the Common Stock outstanding
      at
      such time; provided , however ,
      that
      upon the Holder providing the Maker with sixty-one (61) days notice (pursuant
      to
      Section 4.1 hereof) (the “ Waiver
      Notice ”)
      that
      the Holder would like to waive this Section 3.4(a) with regard to any or all
      shares of Common Stock issuable upon conversion of this Note, this Section
      3.4(a) will be of no force or effect with regard to all or a portion of the
      Note
      referenced in the Waiver Notice.




Page
          9




(b)  Notwithstanding
      anything to the contrary set forth in Section 3 of this Note, at no time may
      the
      Holder convert all or a portion of this Note if the number of shares of Common
      Stock to be issued pursuant to such conversion, when aggregated with all other
      shares of Common Stock owned by the Holder at such time, would result in the
      Holder beneficially owning (as determined in accordance with Section 13(d)
      of
      the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued
      and outstanding shares of Common Stock outstanding at such time; provided , however ,
      that
      upon the Holder providing the Maker with a Waiver Notice that the Holder would
      like to waive Section 3.4(b) of this Note with regard to any or all shares
      of
      Common Stock issuable upon conversion of this Note, this Section 3.4(b) shall
      be
      of no force or effect with regard to all or a portion of the Note referenced
      in
      the Waiver Notice.




Section
      3.5  Intentionally
      Omitted.




Section
      3.6  Adjustment
      of Conversion Price.




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




(i)  Adjustments
      for Stock Splits and Combinations .
      If the
      Maker shall at any time or from time to time after the Issuance Date, effect
      a
      stock split of the outstanding Common Stock, the applicable Conversion Price
      in
      effect immediately prior to the stock split shall be proportionately decreased.
      If the Maker shall at any time or from time to time after the Issuance Date,
      combine the outstanding shares of Common Stock, the applicable Conversion Price
      in effect immediately prior to the combination shall be proportionately
      increased. Any adjustments under this Section 3.6(a)(i) shall be effective
      at
      the close of business on the date the stock split or combination
      occurs.




(ii)  Adjustments
      for Certain Dividends and Distributions .
      If the
      Maker shall at any time or from time to time after the Issuance Date, make
      or
      issue or set a record date for the determination of holders of Common Stock
      entitled to receive a dividend or other distribution payable in shares of Common
      Stock, then, and in each event, the applicable Conversion Price in effect
      immediately prior to such event shall be decreased as of the time of such
      issuance or, in the event such record date shall have been fixed, as of the
      close of business on such record date, by multiplying, the applicable Conversion
      Price then in effect by a fraction:




(1)  the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date; and




(2)  the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution.




Page
          10




(iii)  Adjustment
      for Other Dividends and Distributions .
      If the
      Maker shall at any time or from time to time after the Issuance Date, make
      or
      issue or set a record date for the determination of holders of Common Stock
      entitled to receive a dividend or other distribution payable in other than
      shares of Common Stock, then, and in each event, an appropriate revision to
      the
      applicable Conversion Price shall be made and provision shall be made (by
      adjustments of the Conversion Price or otherwise) so that the holders of this
      Note shall receive upon conversions thereof, in addition to the number of shares
      of Common Stock receivable thereon, the number of securities of the Maker which
      they would have received had this Note been converted into Common Stock on
      the
      date of such event and had thereafter, during the period from the date of such
      event to and including the Conversion Date, retained such securities (together
      with any distributions payable thereon during such period), giving application
      to all adjustments called for during such period under this Section 3.6(a)(iii)
      with respect to the rights of the holders of this Note and the Other Notes; provided , however ,
      that if
      such record date shall have been fixed and such dividend is not fully paid
      or if
      such distribution is not fully made on the date fixed therefor, the Conversion
      Price shall be adjusted pursuant to this paragraph as of the time of actual
      payment of such dividends or distributions.




(iv)  Adjustments
      for Reclassification, Exchange or Substitution .
      If the
      Common Stock issuable upon conversion of this Note at any time or from time
      to
      time after the Issuance Date shall be changed to the same or different number
      of
      shares of any class or classes of stock, whether by reclassification, exchange,
      substitution or otherwise (other than by way of a stock split or combination
      of
      shares or stock dividends provided for in Sections 3.6(a)(i), (ii) and (iii),
      or
      a reorganization, merger, consolidation, or sale of assets provided for in
      Section 3.6(a)(v)), then, and in each event, an appropriate revision to the
      Conversion Price shall be made and provisions shall be made (by adjustments
      of
      the Conversion Price or otherwise) so that the Holder shall have the right
      thereafter to convert this Note into the kind and amount of shares of stock
      and
      other securities receivable upon reclassification, exchange, substitution or
      other change, by holders of the number of shares of Common Stock into which
      such
      Note might have been converted immediately prior to such reclassification,
      exchange, substitution or other change, all subject to further adjustment as
      provided herein.




(v)  Adjustments
      for Reorganization, Merger, Consolidation or Sales of  Assets .
      If at
      any time or from time to time after the Issuance Date there shall be a capital
      reorganization of the Maker (other than by way of a stock split or combination
      of shares or stock dividends or distributions provided for in Section 3.6(a)(i),
      (ii) and (iii), or a reclassification, exchange or substitution of shares
      provided for in Section 3.6(a)(iv)), or a merger or consolidation of the Maker
      with or into another corporation where the holders of outstanding voting
      securities prior to such merger or consolidation do not own over fifty percent
      (50%) of the outstanding voting securities of the merged or consolidated entity,
      immediately after such merger or consolidation, or the sale of all or
      substantially all of the Maker’s properties or assets to any other person (an
“ Organic
      Change ”),
      then
      as a part of such Organic Change, (A) if the surviving entity in any such
      Organic Change is a public company that is
      registered pursuant to the Securities Exchange Act of 1934, as amended, and
      its
      common stock is listed or quoted on a national exchange or the Pink Sheets
      or
      OTC Bulletin Board, an
      appropriate revision to the Conversion Price shall be made and provision shall
      be made (by adjustments of the Conversion Price or otherwise) so that the Holder
      shall have the right thereafter to convert such Note into the kind and amount
      of
      shares of stock and other securities or property of the Maker or any successor
      corporation resulting from Organic Change, and (B) if the surviving entity
      in
      any such Organic Change is not a public company that is
      registered pursuant to the Securities Exchange Act of 1934, as amended, or
      its
      common stock is not listed or quoted on a national exchange or the OTC Bulletin
      Board, the
      Holder shall have the right to demand prepayment pursuant to Section 3.7(b)
      hereof. In any such case, appropriate adjustment shall be made in the
      application of the provisions of this Section 3.6(a)(v) with respect to the
      rights of the Holder after the Organic Change to the end that the provisions
      of
      this Section 3.6(a)(v) (including any adjustment in the applicable Conversion
      Price then in effect and the number of shares of stock or other securities
      deliverable upon conversion of this Note and the Other Notes) shall be applied
      after that event in as nearly an equivalent manner as may be
      practicable.




Page
          11




(vi)  Adjustments
      for Issuance of Additional Shares of Common Stock. In the
      event the Maker, shall, at any time, from time to time, issue or sell any
      additional shares of common stock (otherwise than as provided in the foregoing
      subsections (i) through (v) of this Section 3.6(a) or pursuant to Common Stock
      Equivalents (hereafter defined) granted or issued prior to the Issuance Date)
      (“ Additional
      Shares of Common Stock ”),
      at a
      price per share less than the Conversion Price then in effect or without
      consideration, then the Conversion Price upon each such issuance shall be
      reduced to a price equal to the consideration per share paid for such Additional
      Shares of Common Stock. Notwithstanding the foregoing, this provision shall
      not
      apply to any stock grants or stock options granted to management under a written
      plan for such stock grants or options. Such stock grants or stock option plan
      shall not at any time result in stock grants or stock options in excess of
      five
      percent (5%) of the outstanding stock of Maker at the time such plan shall
      be
      put into effect by vote of the Maker’s board of directors.




(vii)  Issuance
      of Common Stock Equivalents .
      The
      provisions of this Section 3.6(a)(vii) shall apply if (a) the Maker, at any
      time
      after the Issuance Date, shall issue any securities convertible into or
      exchangeable for, directly or indirectly, Common Stock (“ Convertible
      Securities ”),
      other
      than the Notes, or (b) any rights or warrants or options to purchase any such
      Common Stock or Convertible Securities (collectively, the “ Common
      Stock Equivalents ”)
      shall
      be issued or sold. If the price per share for which Additional Shares of Common
      Stock may be issuable pursuant to any such Common Stock Equivalent shall be
      less
      than the applicable Conversion Price then in effect, or if, after any such
      issuance of Common Stock Equivalents, the price per share for which Additional
      Shares of Common Stock may be issuable thereafter is amended or adjusted, and
      such price as so amended shall be less than the applicable Conversion Price
      in
      effect at the time of such amendment or adjustment, then the applicable
      Conversion Price upon each such issuance or amendment shall be adjusted as
      provided in the first sentence of subsection (vi) of this Section 3.6(a). No
      adjustment shall be made to the Conversion Price upon the issuance of Common
      Stock pursuant to the exercise, conversion or exchange of any Convertible
      Security or Common Stock Equivalent where an adjustment to the Conversion Price
      was made as a result of the issuance or purchase of any Convertible Security
      or
      Common Stock Equivalent. Notwithstanding the foregoing, this provision shall
      not
      apply to any stock grants or stock options granted to management under a written
      plan for such stock grants or options. Such stock grants or stock option plan
      shall not at any time result in stock grants or stock options in excess of
      five
      percent (5%) of the outstanding stock of Maker at the time such plan shall
      be
      put into effect by vote of the Maker’s board of directors.




Page
          12




(viii)  Consideration
      for Stock .
      In case
      any shares of Common Stock or any Common Stock Equivalents shall be issued
      or
      sold:




(1)  in
      connection with any merger or consolidation in which the Maker is the surviving
      corporation (other than any consolidation or merger in which the previously
      outstanding shares of Common Stock of the Maker shall be changed to or exchanged
      for the stock or other securities of another corporation), the amount of
      consideration therefor shall be, deemed to be the fair value, as determined
      reasonably and in good faith by the Board of Directors of the Maker, of such
      portion of the assets and business of the nonsurviving corporation as such
      Board
      may determine to be attributable to such shares of Common Stock, Convertible
      Securities, rights or warrants or options, as the case may be; or




(2)  in
      the
      event of any consolidation or merger of the Maker in which the Maker is not
      the
      surviving corporation or in which the previously outstanding shares of Common
      Stock of the Maker shall be changed into or exchanged for the stock or other
      securities of another corporation, or in the event of any sale of all or
      substantially all of the assets of the Maker for stock or other securities
      of
      any corporation, the Maker shall be deemed to have issued a number of shares
      of
      its Common Stock for stock or securities or other property of the other
      corporation computed on the basis of the actual exchange ratio on which the
      transaction was predicated, and for a consideration equal to the fair market
      value on the date of such transaction of all such stock or securities or other
      property of the other corporation. If any such calculation results in adjustment
      of the applicable Conversion Price, or the number of shares of Common Stock
      issuable upon conversion of the Notes, the determination of the applicable
      Conversion Price or the number of shares of Common Stock issuable upon
      conversion of the Notes immediately prior to such merger, consolidation or
      sale,
      shall be made after giving effect to such adjustment of the number of shares
      of
      Common Stock issuable upon conversion of the Notes. In the event Common Stock
      is
      issued with other shares or securities or other assets of the Maker for
      consideration which covers both, the consideration computed as provided in
      this
      Section 3.6(viii) shall be allocated among such securities and assets as
      determined in good faith by the Board of Directors of the Maker.




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




(c)  Certain
      Issues Excepted .
      Anything herein to the contrary notwithstanding, the Maker shall not be required
      to make any adjustment to the Conversion Price in connection with (i) securities
      issued (other than for cash) in connection with a merger, acquisition, or
      consolidation, (ii) securities issued pursuant to a bona fide firm underwritten
      public offering of the Maker’s securities, (iii) securities issued pursuant to
      the conversion or exercise of convertible or excercisable securities issued
      or
      outstanding on or prior to the date hereof or issued pursuant to the Purchase
      Agreement, (iv) the shares of Common Stock issuable upon the exercise of
      Warrants, (v) securities issued in connection with strategic license agreements
      or other partnering arrangements so long as such issuances are not for the
      purpose of raising capital, (vi) Common Stock issued or options to purchase
      Common Stock granted or issued pursuant to the Maker’s employee stock purchase
      plans as they now exist and stock incentive plans as they now exist, (vii)
      any
      warrants issued to the placement agent and its designees for the transactions
      contemplated by the Purchase Agreement, and (viii) the payment of any principal
      and accrued interest in shares of Common Stock pursuant to this Note or the
      Other Notes.




Page
          13





(d)  No
      Impairment .
      The Maker shall
      not, by amendment of its Articles of Incorporation or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Maker ,
      but
      will at all times in good faith, assist in the carrying out of all the
      provisions of this Section 3.6 and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the Conversion Rights of the Holder
      against impairment. In the event a Holder shall elect to convert any Notes
      as
      provided herein, the Maker cannot refuse conversion based on any claim that
      such
      Holder or any one associated or affiliated with such Holder has been engaged
      in
      any violation of law, violation of an agreement to which such Holder is a party
      or for any reason whatsoever, unless, an injunction from a court, or notice,
      restraining and or adjoining conversion of all or of said Notes shall have
      issued and the Maker posts a surety bond for the benefit of such Holder in
      an
      amount equal to one hundred thirty percent (130%) of the amount of the Notes
      the
      Holder has elected to convert, which bond shall remain in effect until the
      completion of arbitration/litigation of the dispute and the proceeds of which
      shall be payable to such Holder (as liquidated damages) in the event it obtains
      judgment.





(e)  Certificates
      as to Adjustments .
      Upon
      occurrence of each adjustment or readjustment of the Conversion Price or number
      of shares of Common Stock issuable upon conversion of this Note pursuant to
      this
      Section 3.6, the Maker at its
      expense shall promptly compute such adjustment or readjustment in accordance
      with the terms hereof and furnish to the Holder a certificate setting forth
      such
      adjustment and readjustment, showing in detail the facts upon which such
      adjustment or readjustment is based. The Maker shall,
      upon written request of the Holder, at any time, furnish or cause to be
      furnished to the Holder a like certificate setting forth such adjustments and
      readjustments, the applicable Conversion Price in effect at the time, and the
      number of shares of Common Stock and the amount, if any, of other securities
      or
      property which at the time would be received upon the conversion of this Note.
      Notwithstanding the foregoing, the Maker shall not be obligated to deliver
      a
      certificate unless such certificate would reflect an increase or decrease of
      at
      least one percent (1%) of such adjusted amount.




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




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




Page
          14




(h)  Reservation
      of Common Stock .
      The
      Maker shall at all times when this Note shall be outstanding, reserve and keep
      available out of its authorized but unissued Common Stock, such number of shares
      of Common Stock as shall from time to time be sufficient to effect the
      conversion of this Note and all interest accrued thereon; provided that the
      number of shares of Common Stock so reserved shall at no time be less than
      one
      hundred twenty percent (120%) of the number of shares of Common Stock for which
      this Note and all interest accrued thereon are at any time convertible. The
      Maker shall, from time to time in accordance with the Nevada Revised Business
      Corporation Act, increase the authorized number of shares of Common Stock if
      at
      any time the unissued number of authorized shares shall not be sufficient to
      satisfy the Maker’s obligations under this Section 3.6(h).




(i)  Regulatory
      Compliance .
      If any
      shares of Common Stock to be reserved for the purpose of conversion of this
      Note
      or any interest accrued thereon require registration or listing with or approval
      of any governmental authority, stock exchange or other regulatory body under
      any
      federal or state law or regulation or otherwise before such shares may be
      validly issued or delivered upon conversion, the Maker shall, at its sole cost
      and expense, in good faith and as expeditiously as possible, endeavor to secure
      such registration, listing or approval, as the case may be.




Section
      3.7  Prepayment.




(a)  Prepayment
      Upon an Event of Default .
      Notwithstanding anything to the contrary contained herein, upon the occurrence
      of an Event of Default described in Sections 2.1(b)-(k) hereof, the Holder
      shall
      have the right, at such Holder’s option, to require the Maker to prepay in cash
      all or a portion of this Note at a price equal to one hundred ten percent (110%)
      of the aggregate principal amount of this Note plus all accrued and unpaid
      interest applicable at the time of such request. Nothing in this Section 3.7(a)
      shall limit the Holder’s rights under Section 2.2 hereof.




(b)  Prepayment
      Option Upon Major Transaction. In addition to all other rights of the Holder
      contained herein, simultaneous with the occurrence of a Major Transaction (as
      defined below), the Holder shall have the right, at the Holder’s option, to
      require the Maker to prepay all or a portion of the Holder’s Notes at a price
      equal to one hundred percent (100%) of the aggregate principal amount of this
      Note plus all accrued and unpaid interest (the “Major Transaction Prepayment
      Price”); provided that the Maker shall have the sole option to make payment of
      the Major Transaction Prepayment Price in cash or shares of Common Stock. If
      the
      Maker elects to make payment of the Major Transaction Prepayment Price in shares
      of Common Stock, the price per share shall be based upon the Conversion Price
      then in effect on the day preceding the date of delivery of the Notice of
      Prepayment at Option of Holder Upon Major Transaction (as hereafter defined)
      and
      the Holder shall have demand registration rights with respect to such
      shares.




Page
          15




(c)  Prepayment
      Option Upon Triggering Event .
      In
      addition to all other rights of the Holder contained herein, after a Triggering
      Event (as defined below), the Holder shall have the right, at the Holder’s
      option, to require the Maker to prepay all or a portion of this Note in cash
      at
      a price equal to the sum of (i) the greater of (A) one hundred twenty percent
      (120%) of the aggregate principal amount of this Note plus all accrued and
      unpaid interest and (B) in the event at such time the Holder is unable to obtain
      the benefit of its conversion rights through the conversion of this Note and
      resale of the shares of Common Stock issuable upon conversion hereof in
      accordance with the terms of this Note and the other Transaction Documents,
      the
      aggregate principal amount of this Note plus all accrued but unpaid interest
      hereon, divided by the Conversion Price on (x) the date the Prepayment Price
      (as
      defined below) is demanded or otherwise due or (y) the date the Prepayment
      Price
      is paid in full, whichever is less, multiplied by the VWAP (as defined below)
      on
      (x) the date the Prepayment Price is demanded or otherwise due, and (y) the date
      the Prepayment Price is paid in full, whichever is greater, and (ii) all other
      amounts, costs, expenses and liquidated damages due in respect of this Note
      and
      the other Transaction Documents (the “ Triggering
      Event Prepayment Price ,”
and,
      collectively with the Major Transaction Prepayment Price, the “ Prepayment
      Price ”).
      For
      purposes hereof, “ VWAP ”
means,
      for any date, (i) the daily volume weighted average price of the Common Stock
      for such date on the OTC Bulletin Board as reported by Bloomberg Financial
      L.P.
      (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time);
      (ii) if the Common Stock is not then listed or quoted on the OTC Bulletin
      Board and if prices for the Common Stock are then reported in the “Pink Sheets”
published by the Pink Sheets, LLC (or a similar organization or agency
      succeeding to its functions of reporting prices), the most recent bid price
      per
      share of the Common Stock so reported; or (iii) in all other cases, the
      fair market value of a share of Common Stock as determined by an independent
      appraiser selected in good faith by the Holder and reasonably acceptable to
      the
      Maker.




(d)  Intentionally
      Omitted.




(e)  “Major
      Transaction.” A “Major Transaction” shall be deemed to have occurred
      at such time as any of the following events:




(i)  the
      consolidation, merger or other business combination of the Maker with or into
      another Person (as defined in Section 4.13 hereof) (other than (A) pursuant
      to a
      migratory merger effected solely for the purpose of changing the jurisdiction
      of
      incorporation of the Maker or (B) a consolidation, merger or other business
      combination in which holders of the Maker’s voting power immediately prior to
      the transaction continue after the transaction to hold, directly or indirectly,
      the voting power of the surviving entity or entities necessary to elect a
      majority of the members of the board of directors (or their equivalent if other
      than a corporation) of such entity or entities).




Page
          16




(ii)  the
      sale
      or transfer of more than fifty percent (50%) of the Maker’s assets (based on the
      fair market value as determined in good faith by the Maker’s Board of Directors)
      other than inventory in the ordinary course of business in one or a related
      series of transactions; or




(iii)  closing
      of a purchase, tender or exchange offer made to the holders of more than fifty
      percent (50%) of the outstanding shares of Common Stock in which more than
      fifty
      percent (50%) of the outstanding shares of Common Stock were tendered and
      accepted.




(f)  “Triggering
      Event.” A “Triggering Event” shall be deemed to have occurred at such
      time as any of the following events:




(i)  so
      long
      as any Notes are outstanding, the effectiveness of the Registration Statement,
      after it becomes effective, (i) lapses for any reason (including, without
      limitation, the issuance of a stop order) or (ii) is unavailable to the Holder
      for sale of the shares of Common Stock, and such lapse or unavailability
      continues for a period of twenty (20) consecutive Trading Days, and the shares
      of Common Stock into which the Holder’s Notes can be converted cannot be sold in
      the public securities market pursuant to Rule 144(k), provided that the cause
      of
      such lapse or unavailability is not due to factors primarily within the control
      of the Holder of the Notes; and provided further that a Triggering Event shall
      not have occurred if and to the extent the Maker exercised its rights set forth
      in Section 3(n) of the Registration Rights Agreement;




(ii)  the
      suspension from listing, without subsequent listing on any one of, or the
      failure of the Common Stock to be listed on at least one of the Pink Sheets,
      OTC
      Bulletin Board, the American Stock Exchange, the Nasdaq National Market, the
      Nasdaq SmallCap Market or The New York Stock Exchange, Inc., for a period of
      five (5) consecutive Trading Days;




(iii)  the
      Maker’s notice to any holder of the Notes, including by way of public
      announcement, at any time, of its inability to comply (including for any of
      the
      reasons described in Section 3.8) or its intention not to comply with proper
      requests for conversion of any Notes into shares of Common Stock;
      or




(iv)  the
      Maker’s failure to comply with a Conversion Notice tendered in accordance with
      the provisions of this Note within ten (10) business days after the receipt
      by
      the Maker of the Conversion Notice; or




(v)  the
      Maker
      deregisters its shares of Common Stock and as a result such shares of Common
      Stock are no longer publicly traded; or




(vi)  the
      Maker
      consummates a “going private” transaction and as a result the Common Stock is no
      longer registered under Sections 12(b) or 12(g) of the Exchange
      Act.




Page
          17




(g)  Intentionally
      Omitted .





(h)  Mechanics
      of Prepayment at Option of Holder Upon Major Transaction. No sooner than
      fifteen (15) days nor later than ten (10) days prior to the consummation of
      a
      Major Transaction, but not prior to the public announcement of such Major
      Transaction, the Maker shall deliver written notice thereof via facsimile and
      overnight courier (“Notice of Major Transaction”) to the Holder of this Note. At
      any time after receipt of a Notice of Major Transaction (or, in the event a
      Notice of Major Transaction is not delivered at least ten (10) days prior to
      a
      Major Transaction, at any time within ten (10) days prior to a Major
      Transaction), any holder of the Notes then outstanding may require the Maker
      to
      prepay, effective immediately prior to the consummation of such Major
      Transaction, all of the holder’s Notes then outstanding by delivering written
      notice thereof via facsimile and overnight courier (“Notice of Prepayment at
      Option of Holder Upon Major Transaction”) to the Maker, which Notice of
      Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the
      principal amount of the Notes that such holder is electing to have prepaid
      and
      (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant
      to Section 3.7(b) above.




(i)  Mechanics
      of Prepayment at Option of Holder Upon Triggering Event. Within one (1)
      business day after the occurrence of a Triggering Event, the Maker shall deliver
      written notice thereof via facsimile and overnight courier (“Notice of
      Triggering Event”) to each holder of the Notes. At any time after the earlier of
      a holder’s receipt of a Notice of Triggering Event and such holder becoming
      aware of a Triggering Event, any holder of this Note and the Other Notes then
      outstanding may require the Maker to prepay all of the Notes on a pro rata
      basis
      by delivering written notice thereof via facsimile and overnight courier
      (“Notice of Prepayment at Option of Holder Upon Triggering Event”) to the Maker,
      which Notice of Prepayment at Option of Holder Upon Triggering Event shall
      indicate (i) the amount of the Note that such holder is electing to have prepaid
      and (ii) the applicable Triggering Event Prepayment Price, as calculated
      pursuant to Section 3.7(c) above. A holder shall only be permitted to require
      the Maker to prepay the Note pursuant to Section 3.7 hereof for the greater
      of a
      period of ten (10) days after receipt by such holder of a Notice of Triggering
      Event or for so long as such Triggering Event is continuing.




(j)  Payment
      of Prepayment Price .
      Upon
      the Maker’s receipt of a Notice(s) of Prepayment at Option of Holder Upon
      Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major
      Transaction from any holder of the Notes, the Maker shall immediately notify
      each holder of the Notes by facsimile of the Maker’s receipt of such Notice(s)
      of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of
      Prepayment at Option of Holder Upon Major Transaction and each holder which
      has
      sent such a notice shall promptly submit to the Maker such holder’s certificates
      representing the Notes which such holder has elected to have prepaid. The Maker
      shall deliver the applicable Triggering Event Prepayment Price, in the case
      of a
      prepayment pursuant to Section 3.7(i), to such holder within five (5) business
      days after the Maker’s receipt of a Notice of Prepayment at Option of Holder
      Upon Triggering Event and, in the case of a prepayment pursuant to Section
      3.7(h), the Maker shall deliver the applicable Major Transaction Prepayment
      Price immediately prior to the consummation of the Major Transaction; provided
      that a holder’s original Note shall have been so delivered to the Maker;
      provided further that if the Maker is unable to prepay all of the Notes to
      be
      prepaid, the Maker shall prepay an amount from each holder of the Notes being
      prepaid equal to such holder’s pro-rata amount (based on the number of Notes
      held by such holder relative to the number of Notes outstanding) of all Notes
      being prepaid. If the Maker shall fail to prepay all of the Notes submitted
      for
      prepayment (other than pursuant to a dispute as to the arithmetic calculation
      of
      the Prepayment Price), in addition to any remedy such holder of the Notes may
      have under this Note and the Purchase Agreement, the applicable Prepayment
      Price
      payable in respect of such Notes not prepaid shall bear interest at the rate
      of
      two percent (2%) per month (prorated for partial months) until paid in full.
      Until the Maker pays such unpaid applicable Prepayment Price in full to a holder
      of the Notes submitted for prepayment, such holder shall have the option (the
      “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Maker
      to promptly return to such holder(s) all of the Notes that were submitted for
      prepayment by such holder(s) under this Section 3.7 and for which the applicable
      Prepayment Price has not been paid, by sending written notice thereof to the
      Maker via facsimile (the “Void Optional Prepayment Notice”). Upon the Maker’s
      receipt of such Void Optional Prepayment Notice(s) and prior to payment of
      the
      full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment
      at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at
      Option of Holder Upon Major Transaction, as the case may be, shall be null
      and
      void with respect to those Notes submitted for prepayment and for which the
      applicable Prepayment Price has not been paid, (ii) the Maker shall immediately
      return any Notes submitted to the Maker by each holder for prepayment under
      this
      Section 3.7(j) and for which the applicable Prepayment Price has not been paid
      and (iii) the Conversion Price of such returned Notes shall be adjusted to
      the
      lesser of (A) the Conversion Price as in effect on the date on which the Void
      Optional Prepayment Notice(s) is delivered to the Maker and (B) the lowest
      Closing Bid Price during the period beginning on the date on which the Notice(s)
      of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of
      Prepayment at Option of Holder Upon Triggering Event, as the case may be, is
      delivered to the Maker and ending on the date on which the Void Optional
      Prepayment Notice(s) is delivered to the Maker; provided that no adjustment
      shall be made if such adjustment would result in an increase of the Conversion
      Price then in effect. A holder’s delivery of a Void Optional Prepayment Notice
      and exercise of its rights following such notice shall not effect the Maker’s
      obligations to make any payments which have accrued prior to the date of such
      notice. Payments provided for in this Section 3.7 shall have priority to
      payments to other stockholders in connection with a Major Transaction.




Page
          18




(k)  Maker
      Prepayment Option .
      So long
      as less than ten percent (10%) of the original principal amount of this Note
      is
      outstanding, the Maker may prepay in cash all or any portion of the outstanding
      principal amount of this Note together with all accrued and unpaid interest
      thereon upon thirty (30) days prior written notice to the Holder (the
“ Maker’s
      Prepayment Notice ”)
      at a
      price equal to one hundred and ten (110 %)
      of the
      aggregate principal amount of this Note plus any accrued but unpaid
      interest (the
“ Maker’s
      Prepayment Price ”); provided , however ,
      that if
      a holder has delivered a Conversion Notice to the Maker or delivers a Conversion
      Notice within such thirty (30) day period following delivery of the Maker’s
      Prepayment Notice, the principal amount of the Notes plus any accrued but unpaid
      interest designated to be converted may not be prepaid by the Maker and shall
      be
      converted in accordance with Section 3.3 hereof; provided  further that if
      during the period between delivery of the Maker’s Prepayment Notice and the
      Maker’s Prepayment Date (as defined below), a holder shall become entitled to
      deliver a Notice of Prepayment at Option of Holder Upon Major Transaction or
      Notice of Prepayment at Option of Holder upon Triggering Event, then the such
      rights of the holders shall take precedence over the previously delivered Maker
      Prepayment Notice. The Maker’s Prepayment Notice shall state the date of
      prepayment which date shall be the thirty-first (31 st )
      day
      after the Maker has delivered the Maker’s Prepayment Notice (the “ Maker’s
      Prepayment Date ”),
      the
      Maker’s Prepayment Price and the principal amount of Notes plus any accrued but
      unpaid interest to be prepaid by the Maker. The Maker shall deliver the Maker’s
      Prepayment Price on the Maker’s Prepayment Date, provided ,
      that if
      the holder(s) delivers a Conversion Notice before the Maker’s Prepayment Date,
      then the portion of the Maker’s Prepayment Price which would be paid to prepay
      the Notes covered by such Conversion Notice shall be returned to the Maker
      upon
      delivery of the Common Stock issuable in connection with such Conversion Notice
      to the holder(s). On the Maker’s Prepayment Date, the Maker shall pay the
      Maker’s Prepayment Price, subject to any adjustment pursuant to the immediately
      preceding sentence, to the holder(s) on a pro rata basis. If the Maker fails
      to
      pay the Maker’s Prepayment Price by the thirty-first (31 st )
      day
      after the Maker has delivered the Maker’s Prepayment Notice, the prepayment will
      be declared null and void and the Maker shall lose its right to serve a Maker’s
      Prepayment Notice pursuant to this Section 3.7(k) in the future. Notwithstanding
      the foregoing to the contrary, the Maker may effect a prepayment pursuant to
      this Section 3.7(k) only if (A) the Registration Statement is effective and
      has
      been effective, without lapse or suspension of any kind, for a period sixty
      (60)
      consecutive calendar days immediately preceding the Maker’s Prepayment Notice
      through the Maker’s Prepayment Date, (B) trading
      in the Common Stock shall not have been suspended by the Securities and Exchange
      Commission or the Pink Sheets or OTC Bulletin Board (or other exchange or market
      on which the Common Stock is trading), (C) the Maker is in material compliance
      with the terms and conditions of this Note and the other Transaction Documents,
      and (D) the Maker is not in possession of any material non-public
      information .




Page
          19




Section
      3.8  Inability
      to Fully Convert .




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




(i)  require
      the Maker to prepay that portion of this Note for which the Maker is unable
      to
      issue Common Stock in accordance with the Holder’s Conversion Notice (the
“ Mandatory
      Prepayment ”)
      at a
      price per share equal to the Triggering Event Prepayment Price as of such
      Conversion Date (the “ Mandatory
      Prepayment Price ”);




Page
          20




(ii)  if
      the
      Maker’s inability to fully convert is pursuant to Section 3.8(a)(x) above,
      require the Maker to issue restricted shares of Common Stock in accordance
      with
      such holder’s Conversion Notice;




(iii)  void
      its
      Conversion Notice and retain or have returned, as the case may be, this Note
      that was to be converted pursuant to the Conversion Notice (provided that the
      Holder’s voiding its Conversion Notice shall not effect the Maker’s obligations
      to make any payments which have accrued prior to the date of such
      notice);




(iv)  exercise
      its Buy-In rights pursuant to and in accordance with the terms and provisions
      of
      Section 3.3(c) of this Note.




In
      the
      event a Holder shall elect to convert any portion of its Notes as provided
      herein, the Maker cannot refuse conversion based on any claim that such Holder
      or any one associated or affiliated with such Holder has been engaged in any
      violation of law, violation of an agreement to which such Holder is a party
      or
      for any reason whatsoever, unless, an injunction from a court, on notice,
      restraining and or adjoining conversion of all or of said Notes shall have
      been
      issued and the Maker posts a surety bond for the benefit of such Holder in
      an
      amount equal to 120% of the principal amount of the Notes the Holder has elected
      to convert, which bond shall remain in effect until the completion of
      arbitration/litigation of the dispute and the proceeds of which shall be payable
      to such Holder in the event it obtains judgment.





(b)  Mechanics
      of Fulfilling Holder’s Election .
      The
      Maker shall immediately send via facsimile to the Holder, upon receipt of a
      facsimile copy of a Conversion Notice from the Holder which cannot be fully
      satisfied as described in Section 3.8(a) above, a notice of the Maker’s
      inability to fully satisfy the Conversion Notice (the “ Inability
      to Fully Convert Notice ”).
      Such
      Inability to Fully Convert Notice shall indicate (i) the reason why the Maker
      is
      unable to fully satisfy such holder’s Conversion Notice, (ii) the amount of this
      Note which cannot be converted and (iii) the applicable Mandatory Prepayment
      Price. The Holder shall notify the Maker of its election pursuant to Section
      3.8(a) above by delivering written notice via facsimile to the Maker
      (“ Notice
      in Response to Inability to Convert ”).




(c)  Payment
      of Prepayment Price .
      If the
      Holder shall elect to have its Notes prepaid pursuant to Section 3.8(a)(i)
      above, the Maker shall pay the Mandatory Prepayment Price to the Holder within
      thirty (30) days of the Maker’s receipt of the Holder’s Notice in Response to
      Inability to Convert, provided that
      prior to the Maker’s receipt of the Holder’s Notice in Response to Inability to
      Convert the Maker has not delivered a notice to the Holder stating, to the
      satisfaction of the Holder, that the event or condition resulting in the
      Mandatory Prepayment has been cured and all Conversion Shares issuable to the
      Holder can and will be delivered to the Holder in accordance with the terms
      of
      this Note. If the Maker shall fail to pay the applicable Mandatory Prepayment
      Price to the Holder on the date that is one (1) business day following the
      Maker’s receipt of the Holder’s Notice in Response to Inability to Convert
      (other than pursuant to a dispute as to the determination of the arithmetic
      calculation of the Prepayment Price), in addition to any remedy the Holder
      may
      have under this Note and the Purchase Agreement, such unpaid amount shall bear
      interest at the rate of two percent (2%) per month (prorated for partial months)
      until paid in full. Until the full Mandatory Prepayment Price is paid in full
      to
      the Holder, the Holder may (i) void the Mandatory Prepayment with respect to
      that portion of the Note for which the full Mandatory Prepayment Price has
      not
      been paid, (ii) receive back such Note, and (iii) require that the Conversion
      Price of such returned Note be adjusted to the lesser of (A) the Conversion
      Price as in effect on the date on which the Holder voided the Mandatory
      Prepayment and (B) the lowest Closing Bid Price during the period beginning
      on
      the Conversion Date and ending on the date the Holder voided the Mandatory
      Prepayment.




Page
          21




(d)  Pro-rata
      Conversion and Prepayment .
      In the
      event the Maker receives a Conversion Notice from more than one holder of the
      Notes on the same day and the Maker can convert and prepay some, but not all,
      of
      the Notes pursuant to this Section 3.8, the Maker shall convert and prepay
      from
      each holder of the Notes electing to have its Notes converted and prepaid at
      such time an amount equal to such holder’s pro-rata amount (based on the
      principal amount of the Notes held by such holder relative to the principal
      amount of the Notes outstanding) of all the Notes being converted and prepaid
      at
      such time.




Section
      3.9  No
      Rights as Shareholder. Nothing contained in this Note shall be construed as
      conferring upon the Holder, prior to the conversion of this Note, the right
      to
      vote or to receive dividends or to consent or to receive notice as a shareholder
      in respect of any meeting of shareholders for the election of directors of
      the
      Maker or of any other matter, or any other rights as a shareholder of the
      Maker.






ARTICLE
      IV




MISCELLANEOUS




Section
      4.1  Notices.
      Any notice, demand, request, waiver or other communication required or permitted
      to be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery, telecopy or facsimile at the address or number designated in the
      Purchase Agreement (if delivered on a business day during normal business hours
      where such notice is to be received), or the first business day following such
      delivery (if delivered other than on a business day during normal business
      hours
      where such notice is to be received) or (b) on the second business day following
      the date of mailing by express courier service, fully prepaid, addressed to
      such
      address, or upon actual receipt of such mailing, whichever shall first occur.
      The Maker will give written notice to the Holder at least ten (10) days prior
      to
      the date on which the Maker takes a record (x) with respect to any dividend
      or
      distribution upon the Common Stock, (y) with respect to any pro rata
      subscription offer to holders of Common Stock or (z) for determining rights
      to
      vote with respect to any Organic Change, dissolution, liquidation or winding-up
      and in no event shall such notice be provided to such holder prior to such
      information being made known to the public. The Maker will also give written
      notice to the Holder at least ten (10) days prior to the date on which any
      Organic Change, dissolution, liquidation or winding-up will take place and
      in no
      event shall such notice be provided to the Holder prior to such information
      being made known to the public. The Maker shall promptly notify the Holder
      of
      this Note of any notices sent or received, or any actions taken with respect
      to
      the Other Notes.




Page
          22




Section
      4.2  Governing
      Law. This Note shall be governed by and construed in accordance with the
      internal laws of the State of New York, without giving effect to any of the
      conflicts of law principles which would result in the application of the
      substantive law of another jurisdiction. This Note shall not be interpreted
      or
      construed with any presumption against the party causing this Note to be
      drafted.




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




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




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




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




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




Section
      4.8  Compliance
      with Securities Laws. The Holder of this Note acknowledges that this Note is
      being acquired solely for the Holder’s own account and not as a nominee for any
      other party, and for investment, and that the Holder shall not offer, sell
      or
      otherwise dispose of this Note. This Note and any Note issued in substitution
      or
      replacement therefor shall be stamped or imprinted with a legend in
      substantially the following form:




Page
          23




“ THIS
      NOTE
      AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL
      IN
      THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS
      NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY
      BE
      SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION
      FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. ”





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




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




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




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




Page
          24




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




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




Section
      4.13  Definitions .
      For the
      purposes hereof, the following terms shall have the following
      meanings:





“ Person ”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.





“ Trading
      Day ”
means
      (a) a day on which the Common Stock is traded on the Pink Sheets, OTC Bulletin
      Board, or (b) if the Common Stock is not traded on the Pink Sheets or OTC
      Bulletin Board, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding its functions
      of
      reporting prices); provided , however ,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (a)
      or
      (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any
      day which shall be a legal holiday or a day on which banking institutions in
      the
      State of New York are authorized or required by law or other government action
      to close.




**INTERLINK
                GLOBAL CORP.**By:Name:Anastasios
              N. KyriakidesTitle:President




Page
          25


EXHIBIT
      A





WIRE
      INSTRUCTIONS









Payee:
      ________________________________________________________




Bank:
      ________________________________________________________




Address:
      _____________________________________________________




______________________________________________________




Bank
      No.:
      _____________________________________________________




Account
      No.: __________________________________________________




Account
      Name: _________________________________________________


Page
          26


FORM
      OF




NOTICE
      OF
      CONVERSION




(To
      be
      Executed by the Registered Holder in order to Convert the Note)




The
      undersigned hereby irrevocably elects to convert $ _____________________________ of
      the
      principal amount of the above Note No. _________________________ into shares
      of
      Common Stock of Interlink Global Corp. (the “Maker”) according to the conditions
      hereof, as of the date written below.




Date
      of
      Conversion
      _________________________________________________________




Applicable
      Conversion Price __________________________________________________




Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the Date of Conversion: _________________________




Signature___________________________________________________________________




[Name]




Address:__________________________________________________________________




_______________________________________________________________________




Page
          27