(b) Conversion.(i) By Lender. Lender shall have the right, at any time, in its sole discretion toconvert all of the unpaid Principal Amount and accrued and unpaid interest thereon into that numberof shares of the Borrower’s common stock (the “Conversion Shares”) determined as follows (the“Conversion Formula”):The unpaid Principal Amount and accrued and unpaid interest on the date of conversiondivided by the Price (as defined below) rounded upward to the nearest whole share,subject to equitable adjustment for any stock split, combination, recapitalization,reorganization or other similar event. For example, if Lender elects to convert this Noteinto shares of Borrower’s common stock on July 1, 2009 and the unpaid Principal Amount andaccrued and unpaid interest on such date is $50,000, Borrower shall issue 166,667 ConversionShares to Lender.(ii) By Borrower. Borrower shall not have the right to convert any of the unpaidPrincipal Amount or accrued and unpaid interest thereon at any time or otherwise effect aconversion hereunder.(iii) In the event that Lender elects to effect a conversion hereunder, Lender shall deliverto Borrower the original of this Note, and Borrower shall deliver to Lender a certificaterepresenting the Conversion Shares into which this Note was converted.(iv) For purposes herein, “Price” means $0.30.2. Prepayment. This Note may be prepaid in whole (the entire unpaid Principal Amountunder this Note and all accrued and unpaid interest) without penalty at any time, provided thatBorrower provides Lender with at least ten days prior written notice during which time the Lendermay elect to effect a conversion under Section 1(b).3. Interest. This Note shall accrue interest at a rate equal to twelve percent (12%)per annum, payable on the first anniversary of the Note and thereafter payable on September 4,2010, December 4, 2010, March 4, 2011 and June 4, 2011.4. Events of Default. The entire unpaid Principal Amount and all accrued and unpaidinterest shall become immediately due and payable upon (i) admission by the Borrower of itsinability to pay its debts generally as they become due or otherwise acknowledges its insolvency,(ii) the filing of a petition in bankruptcy by the Borrower, (iii) the execution by the Borrower ofa general assignment for the benefit of creditors, (iv) the filing against the Borrower of apetition in bankruptcy or a petition for relief under the provisions of the federal bankruptcy codeor another state or federal law for the relief of debtors and the continuation of such petitionwithout dismissal for a period of ninety (90) days or more, or (v) in the event that the PrincipalAmount and all accrued and unpaid interest thereon shall not have been paid in full on or beforethe Maturity Date.5. Collection. If action is instituted to collect this Note, the Borrower promises topay to the Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurredin connection with such action.6. Security. This Note and the obligations hereunder are secured by that certainsecurity agreement of even date herewith in the form attached hereto as Exhibit A, betweenLender and Borrower, which encumbers Borrower’s real and personal property as more particularlydescribed therein, and that certain security agreement of even date herewith in the form attachedhereto as Exhibit B, between Lender and National Credit Report.com, LLC, which encumbersNational Credit Report.com, LLC’s real and personal property as more particularly describedtherein.7. Waivers. No delay on the part of the Lender in exercising any right or remedyhereunder shall operate as a waiver of such right or remedy. No single or partial exercise of aright or remedy shall preclude other or further exercise of that or any other right or remedy. Thefailure of the Lender to insist upon the strict performance of any term of this Note, or toexercise any right or remedy hereunder, shall not be construed as a waiver or relinquishment by theLender for the future of that term, right or remedy. No waiver of any right of the Lenderhereunder shall be effective unless in writing executed by the Lender.
 
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8. Severability. The unenforceability or invalidity of any provision or provisions ofthis Note as to any persons or circumstances shall not render that provision or those provisionsunenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, inall other respects, shall remain valid and enforceable.9. Warrant. The Borrower shall, simultaneous with the execution of this Note, executeand deliver to Lender a common stock purchase warrant in the form attached hereto as ExhibitB (the “Warrant”) for 333,334 shares (the “Warrant Shares”).10. Registration. If at any time Borrower proposes to register shares of its commonstock under the Securities Act, in connection with the public offering of such shares for cash (a“Proposed Registration”) other than a registration statement on Form S-8 or Form S-4 or anysuccessor or other forms promulgated for similar purposes, Borrower shall, at such time, promptlygive Lender written notice of such Proposed Registration. Lender shall have ten (10) days from itsreceipt of such notice to deliver to Borrower a written request specifying the amount ofRegistrable Securities that Lender intends to sell and Lenders’ intended method of distribution.Upon receipt of such request, Borrower shall use its commercially reasonable efforts to cause allRegistrable Securities which Borower has been requested to register to be registered under theSecurities Act to the extent necessary to permit their sale or other disposition in accordance withthe intended methods of distribution specified in the request of Lender; provided,however, that the Company shall have the right to postpone or withdraw any registrationeffected pursuant to this Section 10 without obligation to Lender. If, in connection with anyunderwritten public offering for the account of Borrower or for stockholders of Borrower that havecontractual rights to require Borrower to register shares of common stock, the managingunderwriter(s) thereof shall impose a limitation on the number of shares of common stock which maybe included in a registration statement because, in the judgment of such underwriter(s), marketingor other factors dictate such limitation is necessary to facilitate such offering, then Borrowershall be obligated to include in the registration statement only such limited portion of theRegistrable Securities with respect to which Lender has requested inclusion hereunder as suchunderwriter(s) shall permit. For purposes herein, “Registrable Securities” means the ConversionShares and the Warrant Shares and any other shares of common stock issuable pursuant to theexercise of the Warrants (without regard to any limitation on such exercise), and any shares ofcapital stock issued or issuable from time to time (with any adjustments) in replacement of, inexchange for or otherwise in respect of the Conversion Shares or the Warrant Shares;provided, however, that “Registrable Securities” shall not include any such sharesthat have been sold pursuant to Rule 144 of the Securities Act.11. Amendment. This Note and the Warrant shall not be amended without the expresswritten consent of Borrower and Lender.12. No Impairment. The Borrower will not, by amendment of its Certificate ofIncorporation or through any reorganization, transfer of capital stock or assets, consolidation,merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek toavoid the observance or performance of any of the terms set forth herein or in the Warrant, butwill at all times in good faith assist in the carrying out of all such terms and in the taking ofall such action as may be necessary or appropriate in order to protect the rights of Lenderhereunder.
 
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13. Interest Savings Clause. If any interest payment (or other payment which isdeemed by law to be interest) due hereunder is determined to be in excess of the then legal maximumrate, then that portion of each interest payment representing an amount in excess of the then legalmaximum rate shall instead be deemed a payment of principal and applied against the principal ofthe obligations evidenced by this Note.14. Assignment. This Note may not be assigned, by operation of law or otherwise, as awhole or in part, by the Lender without the prior written consent of the Borrower, such consent notto be unreasonably withheld. Any assignment purported to be made without such consent shall benull and void. The rights and obligations of the Borrower and the Lender of this Note shall bebinding upon and benefit the successors, assigns, heirs, administrators and transferees of theparties.15. Notices**.**All notices, demands and requests of any kind to be delivered to anyparty in connection with this Note shall be in writing and shall be deemed to have been duly givenif personally delivered, sent by facsimile or if sent by nationally-recognized overnight courier orby registered or certified mail, return receipt requested and postage prepaid, to the address setforth herein or to such other address as the party to whom notice is to be given may have furnishedto the other parties hereto in writing in accordance with the provisions of this Section 15. Anysuch notice or communication shall be deemed to have been received (i) in the case of personaldelivery, on the date of such delivery, (ii) in the case of facsimile, when receipt is confirmed,(iii) in the case of nationally-recognized overnight courier, on the next business day after thedate when sent and (iv) in the case of mailing, on the third business day following that on whichthe piece of mail containing such communication is posted.16. Legal Matters. The validity, construction, enforcement, and interpretation ofthis Note are governed by the laws of the State of Florida and the federal laws of the UnitedStates of America, excluding the laws of those jurisdictions pertaining to resolution of conflictswith laws of other jurisdictions. The parties hereby expressly waive presentment, demand forpayment, dishonor, notice of dishonor, protest, notice of protest, and any other formality. TheBorrower and the Lender (a) consent to the personal jurisdiction of the state and federal courtshaving jurisdiction in Palm Beach County, Florida, (b) stipulate that the proper, exclusive, andconvenient venue for any legal proceeding arising out of this Note is Palm Beach County, Florida,for state court proceedings, and the Southern District of Florida, for federal district courtproceedings, and (c) waive any defense, whether asserted by a motion or pleading, that Palm BeachCounty, Florida, or the Southern District of Florida, is an improper or inconvenient venue.17. Further Assurances. From time to time, the Lender, at the Borrower’s reasonablerequest, shall execute and deliver such other instruments and do and perform such other acts andthings in connection with the exercise of this Note.[Remainder of page intentionally left blank; signature page follows]
 
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IN WITNESS WHEREOF, this Note has been executed by the Borrower and delivered to the Lender asof the date first above written.      **BORROWER:**