THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT").  THE SECURITIES
MAY  NOT BE  SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER THE  SECURITIES  ACT,  OR AN
OPINION  OF COUNSEL IN FORM,  SUBSTANCE  AND SCOPE  CUSTOMARY  FOR  OPINIONS  OF
COUNSEL IN COMPARABLE  TRANSACTIONS  THAT REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES  ACT OR UNLESS SOLD  PURSUANT TO RULE 144 OR  REGULATION  S UNDER THE
SECURITIES ACT.

                          10% SECURED CONVERTIBLE NOTE

San Diego, California
March [  ], 2006                                              $[               ]

      FOR VALUE RECEIVED,  IPEX, INC., a Nevada corporation  (hereinafter called
the  "Borrower"),  hereby  promises  to pay to the  order  of [ ] or  registered
assigns (the  "Holder") the sum of [ ] ($[ ]), on March [ ], 2007 (the "Maturity
Date"),  and to pay interest on the unpaid principal  balance hereof at the rate
of ten percent (10%) per annum from March [ ], 2006 (the "Issue Date") until the
same becomes due and  payable,  whether at maturity or upon  acceleration  or by
prepayment or otherwise.  Any amount of principal or interest on this Note which
is not paid when due shall bear  interest at the rate of eighteen  percent (18%)
per annum from the due date thereof until the same is paid ("Default Interest").
Interest  shall  commence  accruing on the Issue Date,  shall be computed on the
basis of a  365-day  year and the  actual  number of days  elapsed  and shall be
payable on the Maturity  Date.  All payments  due  hereunder  (to the extent not
converted  into  common  stock,  $.001 par value per  share  (the  "IPEX  Common
Stock"),  of the Borrower,  or common stock, $.001 par value per share (the "RGB
Common  Stock"),  of RGB Channel,  Inc., a Nevada  corporation  and wholly owned
subsidiary of the Borrower ("RGB Channel"), in accordance with the terms hereof)
shall be made in lawful money of the United  States of America or, at the option
of the  Borrower,  in whole or in part, in shares of IPEX Common Stock valued at
the then applicable  Conversion Price (as defined herein). All payments shall be
made at such  address as the Holder  shall  hereafter  give to the  Borrower  by
written notice made in accordance with the provisions of this Note. Whenever any
amount  expressed to be due by the terms of this Note is due on any day which is
not a business  day, the same shall  instead be due on the next  succeeding  day
which is a business day and, in the case of any  interest  payment date which is
not the date on which this Note is paid in full,  the  extension of the due date
thereof shall not be taken into account for purposes of  determining  the amount
of interest  due on such date.  As used in this Note,  the term  "business  day"
shall mean any day other than a  Saturday,  Sunday or a day on which  commercial
banks in the city of San Diego,  California are authorized or required by law or
executive order to remain closed.  Each  capitalized  term used herein,  and not
otherwise  defined,  shall have the  meaning  ascribed  thereto in that  certain
Securities Purchase Agreement,  dated March 3, 2006, pursuant to which this Note
was originally issued (the "Purchase Agreement").

      This Note is free from all  taxes,  liens,  claims and  encumbrances  with
respect to the issue  thereof and shall not be subject to  preemptive  rights or
other  similar  rights  of  shareholders  of the  Borrower  and will not  impose
personal  liability  upon the holder  thereof.  The  obligations of the Borrower
under this Note shall be secured by that certain Security Agreement, dated March
3, 2006, by and between the Borrower and the Holder.


<PAGE>

      The following terms shall apply to this Note:

                          ARTICLE I. CONVERSION RIGHTS

      1.1   Conversion Right. The Holder shall have the right from time to time,
and at any time on or prior to the earlier of (i) the Maturity Date and (ii) the
date of payment of the Default  Amount (as defined in Article  III),  to convert
all or any part of the outstanding and unpaid principal amount of this Note into
fully paid and  non-assessable  shares of IPEX Common Stock or RGB Common Stock,
as such IPEX Common Stock or RGB Common  Stock exists on the Issue Date,  or any
shares of capital stock or other  securities of the Borrower or RGB Channel into
which such IPEX Common Stock or RGB Common  Stock shall  hereafter be changed or
reclassified  at the conversion  price (the  "Conversion  Price")  determined as
provided herein (a "Conversion");  provided, however, that in no event shall the
Holder be entitled to convert any portion of this Note in excess of that portion
of this Note  upon  conversion  of which the sum of (1) the  number of shares of
IPEX Common Stock or RGB Common Stock  beneficially  owned by the Holder and its
affiliates (other than shares of IPEX Common Stock or RGB Common Stock which may
be deemed beneficially owned through the ownership of the unconverted portion of
the Notes or the unexercised or unconverted portion of any other security of the
Borrower or RGB Channel  subject to a limitation on conversion  analogous to the
limitations  contained herein) and (2) the number of shares of IPEX Common Stock
or RGB Common Stock  issuable  upon the  conversion  of the portion of this Note
with respect to which the  determination  of this provision is being made, would
result in  beneficial  ownership by the Holder and its  affiliates  of more than
4.99% of the  outstanding  shares of IPEX Common Stock or RGB Common Stock.  For
purposes of the immediately  preceding sentence,  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided
in clause (1) of the  immediately  preceding  sentence.  The number of shares of
IPEX Common Stock or RGB Common Stock to be issued upon each  conversion of this
Note shall be determined by dividing the Conversion Amount (as defined below) by
the  applicable  Conversion  Price then in effect on the date  specified  in the
notice of conversion,  in the form attached  hereto as Exhibit A (the "Notice of
Conversion"), delivered to the Borrower by the Holder in accordance with Section
1.5 below;  provided that the Notice of Conversion is submitted by facsimile (or
by other means resulting in, or reasonably expected to result in, notice) to the
Borrower  before 6:00 p.m.,  Eastern  Standard Time on such conversion date (the
"Conversion  Date").  The term  "Conversion  Amount" means,  with respect to any
conversion of this Note,  the  principal  amount of this Note to be converted in
such conversion.

      1.2   Automatic Conversion.  Notwithstanding  anything to the contrary set
forth herein,  the  outstanding and unpaid  principal  amount of this Note shall
automatically  convert into fully paid and  non-assessable  shares of RGB Common
Stock on the Maturity Date.


                                       2
<PAGE>

      1.3   Conversion Price.

            (a)   Calculation of Conversion  Price.  The conversion  price shall
be: (i) if  converted  into IPEX  Common  Stock,  $1.00  (the  "IPEX  Conversion
Price"); or (ii) if converted into RGB Common Stock, the lesser of (A) $0.50, or
(B) the price at which,  at any time when the Notes are issued and  outstanding,
RGB Channel sells RGB Common Stock or any warrants or other  rights,  whether or
not immediately exercisable, to subscribe for or to purchase RGB Common Stock or
other securities convertible into or exchangeable for RGB Common Stock; subject,
in each case,  to equitable  adjustments  for stock splits,  stock  dividends or
rights  offerings by the Borrower or RGB Channel  relating to the  Borrower's or
RGB Channel's  securities,  combinations,  recapitalization,  reclassifications,
extraordinary  distributions  and similar events (the "RGB Conversion Price" and
together with the IPEX Conversion Price, the "Conversion Price").

            (b)   Conversion Price During Major  Announcements.  Notwithstanding
anything contained in Section 1.3(a) to the contrary,  in the event the Borrower
or RGB Channel (i) makes a public announcement that it intends to consolidate or
merge with any other  corporation  (other than a merger in which the Borrower or
RGB Channel is the surviving or continuing  corporation and its capital stock is
unchanged)  or sell or transfer  all or  substantially  all of the assets of the
Borrower or RGB  Channel,  or (ii) any person,  group or entity  (including  the
Borrower or RGB  Channel)  publicly  announces a tender offer to purchase 50% or
more of IPEX Common  Stock or RGB Common  Stock (or any other  takeover  scheme)
(the date of the  announcement  referred to in clause (i) or (ii) is hereinafter
referred  to as the  "Announcement  Date"),  then the  Conversion  Price  shall,
effective  upon  the  Announcement  Date and  continuing  through  the  Adjusted
Conversion Price  Termination Date (as defined below),  be equal to the lower of
(x) the  Conversion  Price which  would have been  applicable  for a  Conversion
occurring  on the  Announcement  Date and (y) the  Conversion  Price  that would
otherwise be in effect. From and after the Adjusted Conversion Price Termination
Date, the Conversion Price shall be determined as set forth in this Section 1.3.
For purposes hereof,  "Adjusted  Conversion Price  Termination Date" shall mean,
with respect to any proposed  transaction  or tender offer (or takeover  scheme)
for which a public  announcement as contemplated by this Section 1.3(b) has been
made, the date upon which the Borrower or RGB Channel (in the case of clause (i)
above)  or the  person,  group or  entity  (in the case of  clause  (ii)  above)
consummates or publicly announces the termination or abandonment of the proposed
transaction  or tender  offer (or  takeover  scheme)  which  caused this Section
1.3(b) to become operative.

      1.4   Authorized  Shares. The Borrower and RGB Channel each covenants that
during the period the conversion right exists, the Borrower and RGB Channel will
reserve from its  authorized and unissued IPEX Common Stock and RGB Common Stock
a sufficient number of shares,  free from preemptive  rights, to provide for the
issuance of IPEX Common Stock and RGB Common Stock upon the full  conversion  of
this Note and the other Notes  issued  pursuant to the Purchase  Agreement.  The
Borrower and RGB Channel each represents that upon issuance, such shares will be
duly and validly  issued,  fully paid and  non-assessable.  In addition,  if the
Borrower or RGB Channel  shall  issue any  securities  or make any change to its
capital  structure  which would change the number of shares of IPEX Common Stock
or RGB  Common  Stock  into  which the Notes  shall be  convertible  at the then
current Conversion Price, the Borrower and/or RGB Channel shall at the same time
make proper provision so that thereafter  there shall be a sufficient  number of
shares of IPEX Common Stock and RGB Common Stock  authorized and reserved,  free
from preemptive rights, for conversion of the outstanding Notes. If, at any time
a Holder of this Note  submits a Notice of  Conversion,  and the Borrower or RGB
Channel does not have  sufficient  authorized but unissued shares of IPEX Common
Stock or RGB Common Stock available to effect such conversion in accordance with
the provisions of this Article I, the Borrower and/or RGB Channel shall issue to
the Holder all of the shares of IPEX Common  Stock or RGB Common Stock which are
then  available  to effect such  conversion.  The portion of this Note which the
Holder  included in its Conversion  Notice and which exceeds the amount which is
then  convertible into available shares of IPEX Common Stock or RGB Common Stock
shall,  notwithstanding  anything  to  the  contrary  contained  herein,  not be
convertible  into IPEX Common Stock or RGB Common Stock in  accordance  with the
terms  hereof  until  (and at the  Holder's  option at any time  after) the date
additional shares of IPEX Common Stock and/or RGB Common Stock are authorized by
the Borrower to permit such conversion.



                                       3
<PAGE>

      1.5   Method of Conversion.

            (a)   Mechanics of Conversion. Subject to Sections 1.1, 1.2 and 1.3,
this Note may be  converted  by the  Holder in whole or in part at any time from
time to time after the Issue Date, by (i) submitting to the Borrower a Notice of
Conversion (by facsimile or other reasonable  means of communication  dispatched
on  the  Conversion  Date  prior  to  6:00  p.m.,  Eastern  Standard  Time)  and
surrendering this Note at the principal office of the Borrower.

            (b)   Surrender of Note Upon Conversion. Notwithstanding anything to
the contrary set forth herein,  upon  conversion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically  surrender this
Note to the Borrower unless the entire unpaid  principal  amount of this Note is
so converted.  The Holder and the Borrower  shall maintain  records  showing the
principal  amount so converted  and the dates of such  conversions  or shall use
such other method, reasonably satisfactory to the Holder and the Borrower, so as
not to require physical surrender of this Note upon each such conversion. In the
event of any  dispute or  discrepancy,  such  records of the  Borrower  shall be
controlling and determinative in the absence of manifest error.  Notwithstanding
the foregoing, if any portion of this Note is converted as aforesaid, the Holder
may not transfer this Note unless the Holder first  physically  surrenders  this
Note to the Borrower,  whereupon the Borrower will  forthwith  issue and deliver
upon the order of the Holder a new Note of like tenor,  registered as the Holder
(upon  payment  by the Holder of any  applicable  transfer  taxes) may  request,
representing  in the  aggregate the remaining  unpaid  principal  amount of this
Note. The Holder and any assignee,  by acceptance of this Note,  acknowledge and
agree that, by reason of the provisions of this paragraph,  following conversion
of a portion of this Note, the unpaid and unconverted  principal  amount of this
Note  represented  by this Note may be less than the  amount  stated on the face
hereof.



                                       4
<PAGE>

            (c)   Payment of Taxes.  Neither the Borrower nor RGB Channel  shall
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issue and  delivery of shares of IPEX Common Stock or RGB Common
Stock or other  securities  or property  upon  conversion of this Note in a name
other than that of the Holder (or in street name),  and neither the Borrower nor
RGB  Channel  shall be  required  to issue or deliver  any such  shares or other
securities  or property  unless and until the person or persons  (other than the
Holder or the  custodian in whose street name such shares are to be held for the
Holder's  account)  requesting  the  issuance  thereof  shall  have  paid to the
Borrower or RGB Channel the amount of any such tax or shall have  established to
the satisfaction of the Borrower or RGB Channel that such tax has been paid.

            (d)   Delivery of Common Stock Upon Conversion.  Upon receipt by the
Borrower from the Holder of a facsimile  transmission (or other reasonable means
of  communication)  of a Notice  of  Conversion  meeting  the  requirements  for
conversion  as provided in this Section  1.5,  the  Borrower  and/or RGB Channel
shall issue and deliver or cause to be issued and delivered to or upon the order
of the  Holder  certificates  for the  IPEX  Common  Stock or RGB  Common  Stock
issuable upon such conversion  within three (3) business days after such receipt
(and,  solely in the case of conversion of the entire  unpaid  principal  amount
hereof,  surrender  of this Note) (such  third  business  day being  hereinafter
referred  to as the  "Deadline")  in  accordance  with the terms  hereof and the
Purchase Agreement.

            (e)   Obligation  of Borrower  and/or RGB Channel to Deliver  Common
Stock. Upon receipt by the Borrower of a Notice of Conversion,  the Holder shall
be deemed to be the  holder of  record of the IPEX  Common  Stock or RGB  Common
Stock issuable upon such  conversion,  the outstanding  principal amount and the
amount of accrued  and unpaid  interest on this Note shall be reduced to reflect
such conversion, and, unless the Borrower defaults on its obligations under this
Article  I, all  rights  with  respect  to the  portion  of this  Note  being so
converted shall forthwith  terminate except the right to receive the IPEX Common
Stock,  RGB Common Stock or other  securities,  cash or other assets,  as herein
provided,  upon such  conversion.  If the  Holder  shall  have given a Notice of
Conversion as provided herein, the Borrower's and/or RGB Channel's obligation to
issue and deliver the certificates for IPEX Common Stock and/or RGB Common Stock
shall be absolute and  unconditional,  irrespective of the absence of any action
by the Holder to enforce  the same,  any waiver or consent  with  respect to any
provision thereof, the recovery of any judgment against any person or any action
to  enforce  the same,  any  failure  or delay in the  enforcement  of any other
obligation  of the Borrower  and/or RGB Channel to the holder of record,  or any
setoff,  counterclaim,  recoupment,  limitation or termination, or any breach or
alleged  breach by the Holder of any  obligation to the Borrower or RGB Channel,
and  irrespective  of any other  circumstance  which might  otherwise limit such
obligation of the Borrower or RGB Channel to the Holder in connection  with such
conversion.  The Conversion Date specified in the Notice of Conversion  shall be
the  Conversion  Date so long as the Notice of  Conversion  is  received  by the
Borrower before 6:00 p.m., Eastern Standard Time, on such date.

            (f)   Delivery of Common Stock by  Electronic  Transfer.  In lieu of
delivering  physical  certificates  representing  the IPEX  Common  Stock or RGB
Common  Stock  issuable  upon  conversion,  provided the  Borrower's  and/or RGB
Channel's  transfer  agent is  participating  in the  Depository  Trust  Company
("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the
Holder and its compliance  with the  provisions  contained in Section 1.1 and in
this Section 1.5, the Borrower  and/or RGB Channel shall use its best efforts to
cause its transfer agent to electronically transmit the IPEX Common Stock and/or
RGB Common Stock issuable upon conversion to the Holder by crediting the account
of  Holder's  Prime  Broker  with  DTC  through  its  Deposit  Withdrawal  Agent
Commission ("DWAC") system.



                                       5
<PAGE>

            (g)   Failure to Deliver Common Stock Prior to Deadline.  Without in
any way limiting the Holder's right to pursue other remedies,  including  actual
damages and/or equitable relief,  the parties agree that if delivery of the IPEX
Common Stock or RGB Common Stock  issuable upon  conversion of this Note is more
than five (5) days  after the  Deadline,  the  Borrower  shall pay to the Holder
$2,000 per day in cash,  for each day beyond the  Deadline  that the Borrower or
RGB Channel  fails to deliver such IPEX Common  Stock  and/or RGB Common  Stock.
Such cash amount shall be paid to Holder by the fifth day of the month following
the month in which it has  accrued  or, at the option of the Holder (by  written
notice to the  Borrower  by the first  day of the month  following  the month in
which it has accrued),  shall be added to the principal  amount of this Note, in
which event interest  shall accrue thereon in accordance  with the terms of this
Note and such additional  principal amount shall be convertible into IPEX Common
Stock or RGB Common Stock in accordance with the terms of this Note.

      1.6   Concerning  the Shares.  The shares of IPEX Common  Stock and/or RGB
Common  Stock  issuable  upon  conversion  of  this  Note  may  not be  sold  or
transferred   unless:  (a)  such  shares  are  sold  pursuant  to  an  effective
registration statement under the Securities Act, (b) the Borrower or RGB Channel
or its transfer agent, as applicable,  shall have been furnished with an opinion
of counsel  (which opinion shall be in form,  substance and scope  customary for
opinions of counsel in comparable transactions) to the effect that the shares to
be sold or transferred may be sold or transferred  pursuant to an exemption from
such registration,  or (c) such shares are sold or transferred  pursuant to Rule
144 under the Securities  Act (or a successor  rule) ("Rule 144") if Rule 144 is
applicable  to such  transaction,  or (d)  such  shares  are  transferred  to an
"affiliate"  (as  defined  in Rule  144) of the  Holder  who  agrees  to sell or
otherwise  transfer the shares only in accordance  with this Section 1.6 and who
is an  Accredited  Investor  (as defined in the Purchase  Agreement).  Except as
otherwise  provided  in the  Purchase  Agreement  (and  subject  to the  removal
provisions set forth below),  until such time as the shares of IPEX Common Stock
and/or  RGB  Common  Stock  issuable  upon  conversion  of this  Note  have been
registered  under the  Securities  Act as  contemplated  by Section  4(d) of the
Purchase  Agreement  or otherwise  may be sold  pursuant to Rule 144 without any
restriction as to the number of securities as of a particular date that can then
be immediately sold, each certificate for shares of IPEX Common Stock and/or RGB
Common Stock issuable upon conversion of this Note that has not been so included
in an effective  registration statement or that has not been sold pursuant to an
effective  registration  statement or an exemption  that permits  removal of the
legend, shall bear a legend substantially in the following form, as appropriate:

      "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
      REGISTERED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  THE
      SECURITIES  MAY NOT BE  SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE
      ABSENCE  OF  AN  EFFECTIVE   REGISTRATION   STATEMENT   FOR  THE
      SECURITIES  UNDER  SAID ACT,  OR AN  OPINION OF COUNSEL IN FORM,
      SUBSTANCE  AND  SCOPE  CUSTOMARY  FOR  OPINIONS  OF  COUNSEL  IN
      COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER
      SAID ACT UNLESS SOLD  PURSUANT TO RULE 144 OR REGULATION S UNDER
      SAID ACT."



                                       6
<PAGE>

      The legend set forth above shall be removed  and the  Borrower  and/or RGB
Channel  shall  issue  to the  Holder  a new  certificate  therefor  free of any
transfer  legend if: (a) the  Borrower,  RGB Channel or its transfer  agent,  as
applicable,  shall have received an opinion of counsel,  in form,  substance and
scope  customary  for  opinions of counsel in  comparable  transactions,  to the
effect  that a public sale or  transfer  of such IPEX  Common  Stock  and/or RGB
Common Stock may be made without  registration  under the Securities Act and the
shares are so sold or transferred,  (b) such Holder  provides the Borrower,  RGB
Channel or its transfer  agent, as applicable,  with reasonable  assurances that
the IPEX Common Stock and/or RGB Common Stock  issuable upon  conversion of this
Note (to the extent such securities are deemed to have been acquired on the same
date) can be sold  pursuant  to Rule 144,  or (c) in the case of the IPEX Common
Stock  and/or RGB Common  Stock  issuable  upon  conversion  of this Note,  such
security is  registered  for sale by the Holder under an effective  registration
statement  filed under the  Securities  Act or otherwise may be sold pursuant to
Rule  144  without  any  restriction  as to the  number  of  securities  as of a
particular  date that can then be immediately  sold.  Nothing in this Note shall
(a) limit the Borrower's or RGB Channel's obligation pursuant to Section 4(d) of
the  Purchase  Agreement or (b) affect in any way the  Holder's  obligations  to
comply with applicable  prospectus delivery  requirements upon the resale of the
securities referred to herein.

      1.7   Effect of Certain Events.

            (a)   Effect of  Merger,  Consolidation,  Etc.  At the option of the
Holder,  the sale,  conveyance or disposition of all or substantially all of the
assets of the Borrower or RGB Channel,  the  effectuation by the Borrower or RGB
Channel of a transaction  or series of related  transactions  in which more than
50% of the voting  power of the  Borrower or RGB Channel is disposed  of, or the
consolidation,  merger or other  business  combination  of the  Borrower  or RGB
Channel  with or into any other  Person (as defined  below) or Persons  when the
Borrower or RGB Channel is not the survivor shall either: (i) be deemed to be an
Event of Default (as  defined in Article  III)  pursuant  to which the  Borrower
shall  be  required  to pay to the  Holder  upon  the  consummation  of and as a
condition to such  transaction an amount equal to the Default Amount (as defined
in Article III) or (ii) be treated  pursuant to Section 1.7(b) hereof.  "Person"
shall mean any individual,  corporation, limited liability company, partnership,
association, trust or other entity or organization.

            (b)   Adjustment Due to Merger, Consolidation,  Etc. If, at any time
when this Note is issued and  outstanding  and prior to conversion of all of the
Notes,   there  shall  be  any  merger,   consolidation,   exchange  of  shares,
recapitalization,  reorganization,  or other similar event, as a result of which
shares of IPEX Common  Stock or RGB Common  Stock of the Borrower or RGB Channel
shall be changed into the same or a different  number of shares of another class
or  classes  of stock or  securities  of the  Borrower,  RGB  Channel or another
entity,  or in case of any sale or conveyance of all or substantially all of the
assets of the Borrower or RGB Channel  other than in  connection  with a plan of
complete  liquidation  of the Borrower or RGB  Channel,  then the Holder of this
Note shall  thereafter  have the right to receive upon  conversion of this Note,
upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of IPEX  Common  Stock or RGB Common  Stock  immediately  theretofore
issuable  upon  conversion,  such stock,  securities  or assets which the Holder
would  have been  entitled  to receive  in such  transaction  had this Note been
converted in full immediately  prior to such transaction  (without regard to any
limitations on conversion set forth  herein),  and in any such case  appropriate
provisions  shall be made with respect to the rights and interests of the Holder
of  this  Note  to the  end  that  the  provisions  hereof  (including,  without
limitation,  provisions for adjustment of the Conversion Price and of the number
of shares issuable upon conversion of the Note) shall  thereafter be applicable,
as  nearly  as may be  practicable  in  relation  to any  securities  or  assets
thereafter  deliverable upon the conversion hereof. Neither the Borrower nor RGB
Channel shall effect any transaction described in this Section 1.7(b) unless (i)
it first gives, to the extent practicable, thirty (30) days prior written notice
(but in any event at least fifteen (15) days prior written notice) of the record
date of the special meeting of  shareholders to approve,  or if there is no such
record  date,  the  consummation  of, such  merger,  consolidation,  exchange of
shares,  recapitalization,  reorganization  or  other  similar  event or sale of
assets (during which time the Holder shall be entitled to convert this Note) and
(ii) the  resulting  successor or  acquiring  entity (if not the Borrower or RGB
Channel)  assumes by written  instrument the obligations of this Section 1.7(b).
The  above  provisions  shall  similarly  apply  to  successive  consolidations,
mergers, sales, transfers or share exchanges.



                                       7
<PAGE>

            (c)   Adjustment Due to Distribution. If the Borrower or RGB Channel
shall declare or make any  distribution  of its assets (or rights to acquire its
assets) to holders of IPEX Common Stock or RGB Common Stock as a dividend, stock
repurchase,  by way of return of capital or otherwise (including any dividend or
distribution  to the Borrower's or RGB Channel's  shareholders in cash or shares
(or  rights to  acquire  shares)  of  capital  stock of a  subsidiary  (i.e.,  a
spin-off)) (a  "Distribution"),  then the Holder of this Note shall be entitled,
upon any  conversion  of this  Note  after the date of  record  for  determining
shareholders entitled to such Distribution, to receive the amount of such assets
which would have been  payable to the Holder with  respect to the shares of IPEX
Common Stock or RGB Common Stock  issuable upon such  conversion had such Holder
been the holder of such shares of IPEX Common  Stock or RGB Common  Stock on the
record date for the determination of shareholders entitled to such Distribution.

            (d)   Adjustment Due to Dilutive Issuance.  If, at any time when any
Notes are issued and outstanding, the Borrower issues or sells, or in accordance
with this Section  1.7(d) hereof is deemed to have issued or sold, any shares of
IPEX Common Stock for no consideration or for a consideration  per share (before
deduction of reasonable  expenses or  commissions or  underwriting  discounts or
allowances  in  connection  therewith)  less than the IPEX  Conversion  Price in
effect on the date of such issuance (or deemed  issuance) of such shares of IPEX
Common  Stock (a  "Dilutive  Issuance"),  then  immediately  upon  the  Dilutive
Issuance,  the IPEX  Conversion  Price  will be  reduced  to the  amount  of the
consideration  per share  received by the  Borrower in such  Dilutive  Issuance;
provided that only one adjustment will be made for each Dilutive Issuance.



                                       8
<PAGE>

      The Borrower  shall be deemed to have issued or sold shares of IPEX Common
Stock if the  Borrower in any manner  issues or grants any  warrants,  rights or
options, whether or not immediately exercisable, to subscribe for or to purchase
IPEX Common  Stock or other  securities  convertible  into or  exchangeable  for
Common Stock  ("Convertible  Securities") (such warrants,  rights and options to
purchase Common Stock or Convertible  Securities are hereinafter  referred to as
"Options")  and the price per share for which IPEX Common Stock is issuable upon
the  exercise  of such  Options is less than the IPEX  Conversion  Price then in
effect,  then the IPEX Conversion  Price shall be equal to such price per share.
For  purposes  of the  preceding  sentence,  the "price per share for which IPEX
Common Stock is issuable  upon the exercise of such  Options" is  determined  by
dividing (i) the total amount, if any, received or receivable by the Borrower as
consideration for the issuance or granting of all such Options, plus the minimum
aggregate  amount of additional  consideration,  if any, payable to the Borrower
upon  the  exercise  of all  such  Options,  plus,  in the  case of  Convertible
Securities  issuable  upon the exercise of such Options,  the minimum  aggregate
amount of  additional  consideration  payable  upon the  conversion  or exchange
thereof at the time such  Convertible  Securities  first become  convertible  or
exchangeable,  by (ii) the maximum  total  number of shares of IPEX Common Stock
issuable  upon the exercise of all such Options  (assuming  full  conversion  of
Convertible  Securities,  if  applicable).  No  further  adjustment  to the IPEX
Conversion Price will be made upon the actual issuance of such IPEX Common Stock
upon  the  exercise  of such  Options  or upon the  conversion  or  exchange  of
Convertible Securities issuable upon exercise of such Options.

      Additionally,  the Borrower  shall be deemed to have issued or sold shares
of IPEX  Common  Stock  if the  Borrower  in any  manner  issues  or  sells  any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options), and the price per share for
which IPEX Common  Stock is issuable  upon such  conversion  or exchange is less
than the IPEX Conversion  Price then in effect,  then the IPEX Conversion  Price
shall be equal to such  price  per  share.  For the  purposes  of the  preceding
sentence, the "price per share for which IPEX Common Stock is issuable upon such
conversion or exchange" is determined by dividing (i) the total amount,  if any,
received or receivable by the Borrower as consideration for the issuance or sale
of all  such  Convertible  Securities,  plus the  minimum  aggregate  amount  of
additional consideration, if any, payable to the Borrower upon the conversion or
exchange  thereof  at  the  time  such   Convertible   Securities  first  become
convertible or exchangeable,  by (ii) the maximum total number of shares of IPEX
Common Stock  issuable upon the  conversion or exchange of all such  Convertible
Securities. No further adjustment to the IPEX Conversion Price will be made upon
the actual  issuance of such IPEX Common  Stock upon  conversion  or exchange of
such Convertible Securities.

            (e)   Purchase Rights. If, at any time when any Notes are issued and
outstanding,  the Borrower or RGB Channel issues any  convertible  securities or
rights to purchase stock, warrants,  securities or other property (the "Purchase
Rights") pro rata to the record holders of any class of IPEX Common Stock or RGB
Common Stock, then the Holder of this Note will be entitled to acquire, upon the
terms  applicable to such Purchase Rights,  the aggregate  Purchase Rights which
such Holder could have  acquired if such Holder had held the number of shares of
IPEX Common Stock or RGB Common Stock  acquirable  upon  complete  conversion of
this Note (without  regard to any  limitations on conversion  contained  herein)
immediately  before the date on which a record is taken for the grant,  issuance
or sale of such Purchase  Rights or, if no such record is taken,  the date as of
which the record  holders  of IPEX  Common  Stock or RGB Common  Stock are to be
determined for the grant, issue or sale of such Purchase Rights.



                                       9
<PAGE>

            (f)   Adjustment  Due to Decrease in Trading  Price.  If at any time
when the Notes  are  issued  and  outstanding  there is a period  of sixty  (60)
Trading Days during which the volume  weighted  average price of the IPEX Common
Stock is less than one dollar ($1.00) per share,  then: (i) there shall be a one
time adjustment to the IPEX Conversion Price such that the IPEX Conversion Price
shall be reset to equal the lowest  volume  weighted  average  price of the IPEX
Common Stock during such sixty (60) Trading Day period;  and (ii) there shall be
a one time  adjustment to the RGB Conversion  Price such that the RGB Conversion
Price shall be reset to equal fifty percent (50%) of the lowest volume  weighted
average  price of the IPEX  Common  Stock  during  such sixty (60)  Trading  Day
period.  For purposes of this Section  1.7(f)  "Trading  Day" shall mean any day
during which the New York Stock Exchange shall be open for business.

            (g)   Notice of Adjustments.  Upon the occurrence of each adjustment
or readjustment of the Conversion  Price as a result of the events  described in
this  Section  1.7, the  Borrower  and/or RGB  Channel,  at its  expense,  shall
promptly  compute such adjustment or readjustment and prepare and furnish to the
Holder of a  certificate  setting  forth such  adjustment  or  readjustment  and
showing in detail the facts upon which such adjustment or readjustment is based.
The Borrower  and/or RGB Channel shall,  upon the written request at any time of
the Holder,  furnish to such Holder a like  certificate  setting  forth (i) such
adjustment or readjustment,  (ii) the Conversion Price at the time in effect and
(iii) the number of shares of IPEX  Common  Stock and RGB  Common  Stock and the
amount,  if any,  of other  securities  or  property  which at the time would be
received upon conversion of the Note.

      1.8   Status as Shareholder.  Upon submission of a Notice of Conversion by
a Holder,  (a) the shares covered thereby shall be deemed  converted into shares
of IPEX Common Stock or RGB Common Stock,  as  applicable,  and (b) the Holder's
rights as a Holder  of such  converted  portion  of this  Note  shall  cease and
terminate,  excepting only the right to receive  certificates for such shares of
IPEX Common  Stock or RGB Common Stock and to any  remedies  provided  herein or
otherwise  available at law or in equity to such Holder  because of a failure by
the   Borrower   or  RGB  Channel  to  comply  with  the  terms  of  this  Note.
Notwithstanding the foregoing, if a Holder has not received certificates for all
shares of IPEX Common Stock or RGB Common  Stock,  as  applicable,  prior to the
tenth (10th) business day after the expiration of the Deadline with respect to a
conversion  of any portion of this Note for any reason,  then (unless the Holder
otherwise  elects to retain its status as a holder of IPEX  Common  Stock or RGB
Common Stock by so notifying the Borrower) the Holder shall regain the rights of
a Holder of this Note with respect to such unconverted portions of this Note and
the Borrower shall, as soon as practicable,  return such unconverted Note to the
Holder or, if the Note has not been  surrendered,  adjust its records to reflect
that such portion of this Note has not been converted.  In all cases, the Holder
shall  retain all of its  rights  and  remedies  for the  Borrower's  or for RGB
Channel's failure to convert this Note.



                                       10
<PAGE>

                         ARTICLE II. CERTAIN COVENANTS

      2.1   Proceeds from Subsequent  Financing of the Borrower.  So long as the
Borrower shall have any  obligation  under this Note, if the Borrower sells IPEX
Common  Stock  or any  warrants  or other  rights,  whether  or not  immediately
exercisable,  to  subscribe  for or to  purchase  IPEX  Common  Stock  or  other
securities  convertible into or exchangeable for IPEX Common Stock pursuant to a
financing  transaction,  the Borrower shall use the proceeds of such a financing
transaction to redeem this Note and the other Notes issued on the Issue Date.

      2.2   Distributions  on  Capital  Stock.  So long as the  Borrower  or RGB
Channel shall have any obligation under this Note,  neither the Borrower nor RGB
Channel shall,  without the Holder's  written  consent,  (a) pay, declare or set
apart for such  payment,  any dividend or other  distribution  (whether in cash,
property or other securities) on shares of capital stock other than dividends on
shares of IPEX Common Stock or RGB Common Stock solely in the form of additional
shares of IPEX Common Stock or RGB Common  Stock,  or (b) directly or indirectly
or through any subsidiary  make any other payment or  distribution in respect of
its capital stock except for distributions  pursuant to any shareholders' rights
plan  which  is  approved  by a  majority  of the  Borrower's  or RGB  Channel's
disinterested directors, as applicable.

      2.3   Restriction  on Stock  Repurchases.  So long as the  Borrower or RGB
Channel shall have any obligation under this Note,  neither the Borrower nor RGB
Channel  shall,  without the Holder's  written  consent,  redeem,  repurchase or
otherwise  acquire  (whether  for  cash or in  exchange  for  property  or other
securities  or  otherwise)  in  any  one   transaction   or  series  of  related
transactions  any shares of capital  stock of the Borrower or RGB Channel or any
warrants, rights or options to purchase or acquire any such shares.

      2.4   Borrowings.  So long as the  Borrower or RGB Channel  shall have any
obligation under this Note, neither the Borrower nor RGB Channel shall,  without
the  Holder's  written  consent,  create,  incur,  assume or suffer to exist any
liability for borrowed money, except (a) borrowings in existence or committed on
the date hereof and of which the  Borrower  and/or RGB Channel has  informed the
Holder in writing prior to the date hereof,  (b) indebtedness to trade creditors
or financial  institutions  incurred in the ordinary course of business,  or (c)
borrowings, the proceeds of which shall be used to repay this Note and the other
Notes issued on the Issue Date.

      2.5   Sale of Assets.  So long as the  Borrower or RGB Channel  shall have
any  obligation  under this Note,  neither the Borrower  nor RGB Channel  shall,
without the Holder's  written consent,  sell, lease or otherwise  dispose of any
significant  portion of its assets outside the ordinary course of business.  Any
consent to the  disposition  of any assets may be conditioned on a specified use
of the proceeds of disposition.

      2.6   Advances  and Loans.  So long as the  Borrower or RGB Channel  shall
have any obligation under this Note, neither the Borrower nor RGB Channel shall,
without the Holder's written consent,  lend money,  give credit or make advances
to  any  person,  firm,  joint  venture  or  corporation,   including,   without
limitation,  officers, directors, employees,  subsidiaries and affiliates of the
Borrower or RGB Channel,  except loans,  credits or advances (a) in existence or
committed  on the date  hereof and which the  Borrower  and/or RGB  Channel  has
informed  the Holder in  writing  prior to the date  hereof,  or (b) made in the
ordinary course of business.



                                       11
<PAGE>

      2.7   Contingent Liabilities. So long as the Borrower or RGB Channel shall
have any obligation under this Note, neither the Borrower nor RGB Channel shall,
without the Holder's written consent, assume, guarantee,  endorse,  contingently
agree to purchase or otherwise  become liable upon the obligation of any person,
firm,  partnership,  joint venture or corporation,  except by the endorsement of
negotiable  instruments  for  deposit  or  collection  and  except  assumptions,
guarantees,  endorsements and contingencies (a) in existence or committed on the
date hereof and which the Borrower and/or RGB Channel has informed the Holder in
writing prior to the date hereof,  or (b) similar  transactions  in the ordinary
course of business.

                         ARTICLE III. EVENTS OF DEFAULT

      If any of the following  events of default  (each,  an "Event of Default")
shall occur:

      3.1   Failure to Pay Principal or Interest.  The Borrower fails to pay the
principal hereof or interest thereon when due on this Note, whether at maturity,
upon acceleration or otherwise;

      3.2   Conversion  and the Shares.  The  Borrower  or RGB Channel  fails to
issue  shares  of IPEX  Common  Stock  or RGB  Common  Stock to the  Holder  (or
announces  or  threatens  that it will not honor its  obligation  to do so) upon
exercise by the Holder of the conversion rights of the Holder in accordance with
the  terms of this  Note  (for a period of at least  sixty  (60)  days,  if such
failure  is solely as a result of a breach of  Section  1.4 of this Note and the
Borrower  and/or RGB Channel is using its best efforts to authorize a sufficient
number  of  shares of IPEX  Common  Stock  and/or  RGB  Common  Stock as soon as
practicable),  fails  to  transfer  or cause  its  transfer  agent  to  transfer
(electronically  or in  certificated  form) any  certificate  for shares of IPEX
Common  Stock or RGB Common  Stock  issued to the Holder upon  conversion  of or
otherwise  pursuant to this Note as and when  required by this Note, or fails to
remove any restrictive legend (or to withdraw any stop transfer  instructions in
respect  thereof) on any  certificate for any shares of IPEX Common Stock or RGB
Common Stock issued to the Holder upon  conversion  of or otherwise  pursuant to
this  Note as and  when  required  by this  Note  (or  makes  any  announcement,
statement or threat that it does not intend to honor the  obligations  described
in  this  paragraph)  and  any  such  failure  shall  continue  uncured  (or any
announcement,  statement  or threat  not to honor its  obligations  shall not be
rescinded in writing) for ten (10) business  days after the Borrower  shall have
been notified thereof in writing by the Holder;

      3.3   Breach of  Covenants.  The  Borrower  or RGB  Channel  breaches  any
material  covenant or other  material  term or  condition  contained in Sections
4(c),  4(e),  4(f), or 4(g) of the Purchase  Agreement and such breach continues
for a period of ten (10)  business  days  after  written  notice  thereof to the
Borrower from the Holder;



                                       12
<PAGE>

      3.4   Breach of  Representations  and Warranties.  Any  representation  or
warranty  of the  Borrower  or RGB  Channel  made  herein  or in any  agreement,
statement  or  certificate  given in writing  pursuant  hereto or in  connection
herewith (including, without limitation, the Purchase Agreement and the Security
Agreement),  shall be false or misleading in any material  respect when made and
the  breach of which has (or with the  passage  of time  will  have) a  material
adverse  effect on the rights of the  Holder  with  respect  to this  Note,  the
Purchase Agreement or the Security Agreement;

      3.5   Receiver or Trustee. The Borrower,  RGB Channel or any subsidiary of
the  Borrower  or RGB  Channel  shall  make an  assignment  for the  benefit  of
creditors,  or apply for or consent to the  appointment of a receiver or trustee
for it or for a substantial part of its property or business, or such a receiver
or trustee shall otherwise be appointed;

      3.6   Default Under Other  Instruments.  Any default shall occur under any
indenture,  mortgage,  agreement,  instrument or commitment  evidencing or under
which there is at the time  outstanding  any  indebtedness of the Borrower (or a
subsidiary), in excess of $100,000, or which results in such indebtedness, in an
aggregate  amount  (with  other  defaulted  indebtedness)  in excess of $100,000
becoming  due and  payable  prior  to its due  date  and if  such  indenture  or
instrument  so  requires,  the holder or holders  thereof (or a trustee on their
behalf) shall have declared such indebtedness due and payable;

      3.7   Judgments.  Any money  judgment,  writ or similar  process  shall be
entered or filed  against the Borrower or RGB Channel or any  subsidiary  of the
Borrower  or RGB Channel or any of its  property  or other  assets for more than
$25,000, and shall remain unvacated, unbonded or unstayed for a period of twenty
(20) business days unless  otherwise  consented to by the Holder,  which consent
will not be unreasonably withheld;

      3.8   Bankruptcy.  Bankruptcy,  insolvency,  reorganization or liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against the Borrower or RGB
Channel or any subsidiary of the Borrower or RGB Channel;

      3.9   Delisting of Common Stock.  The Borrower  shall fail to maintain the
listing of the IPEX Common Stock on at least one of the OTC Bulletin Board or an
equivalent  replacement  market, the Nasdaq National Market, the Nasdaq SmallCap
Market, the New York Stock Exchange, or the American Stock Exchange; or

      3.10  Default  Under Other Notes.  An Event of Default has occurred and is
continuing  under  any  of the  other  Notes  issued  pursuant  to the  Purchase
Agreement;

then,  upon the occurrence and during the  continuation  of any Event of Default
specified in Section 3.1, 3.2, 3.3, 3.4, 3.6, 3.7, 3.9 or 3.10, at the option of
the Holders of a majority of the aggregate  principal  amount of the outstanding
Notes issued pursuant to the Purchase Agreement exercisable through the delivery
of written  notice to the Borrower by such Holders (the "Default  Notice"),  and
upon the occurrence of an Event of Default  specified in Section 3.5 or 3.8, the
Notes shall become immediately due and payable and the Borrower shall pay to the
Holder,  in full satisfaction of its obligations  hereunder,  an amount equal to
130%  times the sum of (w) the then  outstanding  principal  amount of this Note
plus (x) accrued and unpaid interest on the unpaid principal amount of this Note
to the date of  payment  (the  "Mandatory  Prepayment  Date")  plus (y)  Default
Interest,  if any, on the amounts referred to in clauses (w) and/or (x) plus (z)
any  amounts  owed to the Holder  pursuant  to Section  1.5(g)  hereof (the then
outstanding  principal  amount  of this  Note to the  date of  payment  plus the
amounts  referred to in clauses (x), (y) and (z) shall  collectively be known as
the "Default  Amount") and all other amounts payable hereunder shall immediately
become due and payable, all without demand,  presentment or notice, all of which
hereby  are  expressly  waived,  together  with all  costs,  including,  without
limitation,  legal fees and  expenses,  of  collection,  and the Holder shall be
entitled  to  exercise  all other  rights and  remedies  available  at law or in
equity. If the Borrower fails to pay the Default Amount within five (5) business
days of written  notice  that such  amount is due and  payable,  then the Holder
shall  have the right at any time,  so long as the  Borrower  remains in default
(and so long and to the extent that there are sufficient  authorized shares), to
require the Borrower or RGB Channel,  upon written notice, to immediately issue,
in lieu of the Default Amount,  the number of shares of IPEX Common Stock or RGB
Common Stock equal to the Default Amount divided by the Conversion Price then in
effect.



                                       13
<PAGE>

                           ARTICLE IV. MISCELLANEOUS

      4.1   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 privileges. All rights and remedies existing hereunder
are  cumulative  to, and not  exclusive  of, any  rights or  remedies  otherwise
available.

      4.2   Notices.  Any notice herein  required or permitted to be given shall
be in writing and may be  personally  served or  delivered by courier or sent by
United  States  mail and  shall be deemed to have been  given  upon  receipt  if
personally served (which shall include telephone line facsimile transmission) or
sent by courier or three (3) days after  being  deposited  in the United  States
mail, certified,  with postage pre-paid and properly addressed, if sent by mail.
For the  purposes  hereof,  the  address of the Holder  shall be as shown on the
records of the  Borrower;  and the address of the  Borrower  shall be 9255 Towne
Centre  Drive,  Suite  235,  San  Diego,  California,  facsimile  number:  (858)
204-6115. Both the Holder and the Borrower may change the address for service by
service of written notice to the other as herein provided.

      4.3   Amendments.  This Note and any provision  hereof may only be amended
by an  instrument  in writing  signed by the Borrower  and the Holder.  The term
"Note" and all reference thereto, as used throughout this instrument, shall mean
this instrument (and the other Notes issued pursuant to the Purchase  Agreement)
as originally executed, or if later amended or supplemented,  then as so amended
or supplemented.

      4.4   Assignability.  This Note shall be binding upon the Borrower and RGB
Channel and their  successors and assigns,  and shall inure to be the benefit of
the Holder and its successors and assigns.  Each transferee of this Note must be
an "accredited investor" (as defined in Rule 501(a) of the Securities Act).



                                       14
<PAGE>

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

      4.6   Governing  Law.  THIS  NOTE  SHALL  BE  ENFORCED,  GOVERNED  BY  AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF CALIFORNIA  APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED  ENTIRELY WITHIN SUCH STATE,  WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER,  RGB CHANNEL AND THE HOLDER
HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS
LOCATED IN SAN DIEGO,  CALIFORNIA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS
NOTE, THE  AGREEMENTS  ENTERED INTO IN CONNECTION  HEREWITH OR THE  TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.  ALL PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN
INCONVENIENT  FORUM TO THE  MAINTENANCE OF SUCH SUIT OR PROCEEDING.  ALL PARTIES
FURTHER  AGREE THAT  SERVICE OF PROCESS  UPON A PARTY MAILED BY FIRST CLASS MAIL
SHALL BE DEEMED IN EVERY RESPECT  EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN
ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO
SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED  BY LAW. ALL PARTIES  AGREE THAT A
FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON SUCH  JUDGMENT OR IN ANY
OTHER LAWFUL  MANNER.  THE PARTY OR PARTIES  WHICH DO NOT PREVAIL IN ANY DISPUTE
ARISING  UNDER  THIS  NOTE  SHALL BE  RESPONSIBLE  FOR ALL  FEES  AND  EXPENSES,
INCLUDING  ATTORNEYS' FEES,  INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH
SUCH DISPUTE.

      4.7   Certain  Amounts.  Whenever  pursuant  to this Note the  Borrower is
required to pay an amount in excess of the outstanding  principal amount (or the
portion  thereof  required  to be paid at that  time)  plus  accrued  and unpaid
interest  plus Default  Interest on such  interest,  the Borrower and the Holder
agree that the actual  damages to the Holder from the receipt of cash payment on
this Note may be  difficult  to  determine  and the  amount to be so paid by the
Borrower  represents  stipulated  damages  and not a penalty  and is intended to
compensate  the Holder in part for loss of the  opportunity to convert this Note
and to earn a return from the sale of shares of IPEX Common  Stock or RGB Common
Stock  acquired  upon  conversion of this Note at a price in excess of the price
paid for such shares  pursuant to this Note.  The Borrower and the Holder hereby
agree that such amount of stipulated damages is not plainly  disproportionate to
the possible  loss to the Holder from the receipt of a cash payment  without the
opportunity  to convert this Note into shares of IPEX Common Stock or RGB Common
Stock.

      4.8   Damages Shares.  The shares of IPEX Common Stock or RGB Common Stock
that may be issuable to the Holder pursuant to Sections 1.5(g) hereof  ("Damages
Shares") shall be treated as IPEX Common Stock or RGB Common Stock issuable upon
conversion  of this Note for all purposes  hereof and shall be subject to all of
the  limitations  and  afforded  all of the  rights of the other  shares of IPEX
Common Stock or RGB Common Stock issuable hereunder. For purposes of calculating
interest payable on the outstanding principal amount hereof, except as otherwise
provided herein,  amounts  convertible  into Damages Shares ("Damages  Amounts")
shall not bear  interest but must be converted  prior to the  conversion  of any
outstanding  principal amount hereof,  until the outstanding  Damages Amounts is
zero.



                                       15
<PAGE>

      4.9   Denominations.  At the request of the Holder, upon surrender of this
Note, the Borrower  shall promptly issue new Notes in the aggregate  outstanding
principal amount hereof, in the form hereof,  in such  denominations of at least
$50,000 as the Holder shall request.

      4.10  Purchase  Agreement.  By its  acceptance  of this Note,  each Holder
agrees to be bound by the applicable terms of the Purchase Agreement.

      4.11  Notice of Corporate Events.  Except as otherwise provided below, the
Holder of this Note shall have no rights as a Holder of IPEX Common Stock or RGB
Common Stock unless and only to the extent that it converts  this Note into IPEX
Common Stock or RGB Common Stock. The Borrower and RGB Channel shall provide the
Holder with prior notification of any meeting of the Borrower's or RGB Channel's
shareholders  (and  copies  of proxy  materials  and other  information  sent to
shareholders).  In the event of any taking by the  Borrower  or RGB Channel of a
record of its shareholders  for the purpose of determining  shareholders who are
entitled to receive payment of any dividend or other distribution,  any right to
subscribe  for,  purchase  or  otherwise  acquire  (including  by way of merger,
consolidation,  reclassification or recapitalization)  any share of any class or
any other  securities  or property,  or to receive any other  right,  or for the
purpose of determining  shareholders who are entitled to vote in connection with
any proposed sale, lease or conveyance of all or substantially all of the assets
of the  Borrower  or RGB Channel or any  proposed  liquidation,  dissolution  or
winding up of the Borrower or RGB Channel,  the Borrower and/or RGB Channel,  as
applicable,  shall mail a notice to the Holder,  at least twenty (20) days prior
to the  record  date  specified  therein  (or  thirty  (30)  days  prior  to the
consummation of the transaction or event,  whichever is earlier), of the date on
which  any  such  record  is to be  taken  for the  purpose  of  such  dividend,
distribution,  right or other event, and a brief statement  regarding the amount
and character of such dividend, distribution, right or other event to the extent
known at such time.

      4.12  Remedies.  The  Borrower  and RGB Channel  each  acknowledge  that a
breach by it of its  obligations  hereunder will cause  irreparable  harm to the
Holder,  by  vitiating  the intent and purpose of the  transaction  contemplated
hereby.  Accordingly,  the Borrower and RGB Channel each  acknowledges  that the
remedy at law for a breach of its obligations under this Note will be inadequate
and agrees, in the event of a breach or threatened breach by the Borrower or RGB
Channel of the  provisions of this Note,  that the Holder shall be entitled,  in
addition to all other available remedies at law or in equity, and in addition to
the penalties  assessable  herein, to an injunction or injunctions  restraining,
preventing  or curing any breach of this Note and to  enforce  specifically  the
terms and provisions thereof, without the necessity of showing economic loss and
without any bond or other security being required.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>


      IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by its duly authorized officer this [ ] day of March, 2006.

                                   IPEX, INC.


                                   By:
                                      ------------------------------------------
                                      Sothi Thillairajah
                                      Chief Executive Officer


ACKNOWLEDGED AND AGREED TO:

RGB CHANNEL, INC.


By:
   ----------------------------------
   Sothi Thillairajah
   Chief Executive Officer



                                       17
<PAGE>


                                    EXHIBIT A
                              NOTICE OF CONVERSION
     (To be Executed by the Registered Holder in order to Convert the Notes)

      The undersigned hereby irrevocably elects to convert $__________ principal
amount of the Note (defined below) into

      _____ (a) shares of common stock,  par value $.001 per share ("IPEX Common
      Stock"),  of IPEX, Inc., a Nevada corporation (the "Borrower"),  according
      to the  conditions of the  convertible  Notes of the Borrower  dated as of
      March [ ], 2006 (the "Notes"), as of the date written below; or

      _____ (b) shares of common  stock,  par value $.001 per share ("RGB Common
      Stock"),  of RGB Channel,  Inc.,  a Nevada  corporation  ("RGB  Channel"),
      according to the conditions of the Notes, as of the date written below.

      If  securities  are to be  issued in the name of a person  other  than the
undersigned,  the  undersigned  will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates.  No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any. A copy of each
Note is attached hereto (or evidence of loss, theft or destruction thereof).

      The  Borrower/RGB  Channel shall  electronically  transmit the IPEX Common
Stock/RGB  Common Stock  issuable  pursuant to this Notice of  Conversion to the
account  of  the  undersigned  or its  nominee  with  DTC  through  its  Deposit
Withdrawal Agent Commission system ("DWAC Transfer").

      Name of DTC Prime Broker:
                               -------------------------------------------------
      Account Number:
                     -----------------------------------------------------------

      In lieu of receiving shares of IPEX Common Stock/RGB Common Stock issuable
pursuant to this Notice of Conversion by way of a DWAC Transfer, the undersigned
hereby   requests  that  the   Borrower/RGB   Channel  issue  a  certificate  or
certificates  for the number of shares of IPEX Common Stock/RGB Common Stock set
forth  below  (which  numbers  are based on the  Holder's  calculation  attached
hereto) in the name(s)  specified  immediately  below or, if additional space is
necessary, on an attachment hereto:

      Name:
           ---------------------------------------------------------------------
      Address:
              ------------------------------------------------------------------


                                      A-1
<PAGE>

      The  undersigned  represents and warrants that as of the date hereof,  the
undersigned is an  "accredited  investor" as such term is defined in Rule 501(a)
of Regulation D promulgated  pursuant to the  Securities Act of 1933, as amended
(the "Securities Act"). The undersigned  represents and warrants that all offers
and sales by the undersigned of the securities  issuable to the undersigned upon
conversion of the Notes shall be made pursuant to registration of the securities
under the Securities  Act, or pursuant to an exemption from  registration  under
the Securities Act.

      Date of Conversion:
                         -------------------------------------------------------
      Applicable Conversion Price:
                                  ----------------------------------------------
      Number of Shares of IPEX Common Stock/RGB Common Stock to be
      Issued Pursuant to Conversion of the Notes:
                                                 -------------------------------
      Signature:
                ----------------------------------------------------------------
      Name:
           ---------------------------------------------------------------------
      Address:
              ------------------------------------------------------------------

      The  Borrower/RGB  Channel  shall issue and deliver  shares of IPEX Common
Stock/RGB Common Stock to an overnight courier not later than three (3) business
days following  receipt of the original Note(s) to be converted,  and shall make
payments pursuant to the Notes for the number of business days such issuance and
delivery is late.

                                      A-2