**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
        A**
 **Senior
        Convertible Promissory Note**
 
 **Note
                  Number**
              
              2005-A-NOTE-001**Note
                  Issue Date**
              
              November
                  29, 2005**Maturity
                  Date**
              
              May
                  29, 2007**Name
                  of Note Holder**
              
              Vicis
                  Capital Master Fund**Total
                  Amount of Note**
              
              $2,000,000
 
 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.
   Page
            1
  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 Issuance Date, 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).
  (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
  Page
            16
 (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.
  (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.
  Page
            17
  (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 ”);
  (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);
  Page
            20
  (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.
  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.
  Page
            22
 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:
  “ 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. ”
 
 Page
            23
 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.
  (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.
  Page
            24
 (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. Kyriakides
                Title: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