"The  securities  represented by this  certificate  and the shares issuable upon
conversion  hereof have not been registered under the Securities Act of 1933, as
amended. The securities and the shares issuable upon conversion hereof have been
acquired for  investment  and may not be sold or offered for sale in the absence
of an effective registration statement for the securities or the shares issuable
upon  conversion  hereof,  as  applicable,  under the Securities Act of 1933, as
amended,  or an  opinion  of counsel to Dwango  North  America  Corp.  that such
registration is not required."


                       SENIOR CONVERTIBLE PROMISSORY NOTE




                             DOLLARS                    September 29, 2003
----------------------------                            ------------------
$                                                       Houston, Texas
 --------------------------


         FOR VALUE RECEIVED,  the  undersigned,  DWANGO NORTH AMERICA CORP. (the
"Borrower"), having its offices at 5847 San Felipe Street, Houston, Texas 77057,
promises to pay to the order  of______________________  (the "Lender") having an
address  of_________________ , the principal sum of  ____________________Dollars
($____________  ) in lawful  money of the United  States of America,  payable as
follows:


         (1)      The principal balance of this Note, together with all interest
                  accrued thereon, shall become due and payable on September 15,
                  2006.   Notwithstanding  the  foregoing,   the  entire  unpaid
                  principal  sum of this Note,  together with accrued and unpaid
                  interest  thereon,  shall become  immediately  due and payable
                  upon the execution by the Borrower of a general assignment for
                  the  benefit of  creditors,  the filing by the  Borrower  of a
                  petition in bankruptcy  that is  authorized by the  Borrower's
                  board of directors,  or any petition  against the Borrower for
                  relief under the federal bankruptcy act or the continuation of
                  such  petition  without  dismissal for a period of ninety (90)
                  days or more, or the  appointment  of a receiver or trustee to
                  take possession of the property or assets of the Borrower.

         (2)      The principal  balance of this Note shall bear interest at the
                  rate  of 8% per  annum  commencing  __________,  payable  upon
                  maturity. In the event that the principal and interest on this
                  Note  are not paid in full at  maturity,  all  unpaid  amounts
                  shall  accrue  interest at the rate of 12% per annum until all
                  principal  and  interest due and owing under this Note is paid
                  in full.

         (3)      The  principal  and accrued  but unpaid  interest on this Note
                  shall be  convertible  at any time at the option of the Lender
                  into  shares  of  common  stock,  par  value  $.001  per share
                  ("Common Stock"), of Borrower at the initial rate of $1.20 per
                  share  of  Common  Stock  (the   "Conversion   Price").   Such
                  conversion  shall be effected by surrender of this Note at the
                  principal  office of the  Borrower at any time  during  normal

                                      -1-

<PAGE>

                  business  hours,  together  with  notice in  writing  that the
                  Lender  wishes to convert a portion or all of this Note.  Such
                  conversion  shall be deemed to have  been  effected  as of the
                  close of  business  on the date on which  this Note shall have
                  been surrendered and such notice shall have been received, and
                  at such time the  rights of the  Lender  with  respect  to the
                  principal and interest so converted shall cease and the Lender
                  shall be deemed  to have  become  the  holder of record of the
                  shares of Common Stock to be issued upon  conversion.  As soon
                  as  practicable  after such  conversion,  the  Borrower  shall
                  deliver to the Lender certificates  representing the number of
                  shares of Common Stock issuable upon conversion.

         (4)      (a) In case the Borrower shall at any time after the date this
                  Note  was  first   issued  (i)   declare  a  dividend  on  the
                  outstanding  shares of Common  Stock  payable in shares of its
                  Common Stock, (ii) subdivide the outstanding  shares of Common
                  Stock,  (iii) combine the  outstanding  shares of Common Stock
                  into a smaller  number of shares,  or (iv) issue any shares of
                  its capital stock by  reclassification of the shares of Common
                  Stock (including any such  reclassification in connection with
                  a  consolidation  or  merger  in  which  the  Borrower  is the
                  continuing  corporation),  then, in each case,  the Conversion
                  Price in effect at the time of such  dividend or  distribution
                  or of the effective date of such  subdivision,  combination or
                  reclassification  shall be adjusted so that it shall equal the
                  price  determined by  multiplying  the  Conversion  Price by a
                  fraction,  the  denominator  of which  shall be the  number of
                  shares of Common Stock outstanding after giving effect to such
                  action,  and the  numerator  of which  shall be the  number of
                  shares of Common Stock  outstanding  immediately prior to such
                  action.  Such adjustment shall be made  successively  whenever
                  any event listed above shall occur.

                  (b) In the event  that the  Borrower  issues  Common  Stock or
                  securities  convertible  into or  exercisable  for  shares  of
                  Common  Stock at a per share price (the "Per Share  Price") of
                  less than the then current  Conversion  Price,  the Conversion
                  Price shall be immediately reset to equal the Per Share Price;
                  provided,  however,  that the  following  issuances  shall not
                  cause the  Conversion  Price to be reset:  (i) the issuance of
                  Common  Stock upon the exercise of options  outstanding  as of
                  the date hereof,  and (ii) up to an additional  100,000 shares
                  per  annum  (as   proportionately   adjusted  for  the  events
                  described in paragraph 4(a) of this Note).

                  (c) Whenever  there shall be an adjustment as provided in this
                  Section 4, the Borrower  shall  promptly  cause written notice
                  thereof to be sent by registered mail, postage prepaid, to the
                  Lender,  at its last  address  appearing on the records of the
                  Borrower,  which notice shall be  accompanied  by an officer's
                  certificate setting forth the number of shares of Common Stock
                  purchasable  upon  the  conversion  of this  Note  after  such
                  adjustment  and setting  forth a brief  statement of the facts
                  requiring such adjustment and the computation  thereof,  which
                  officer's  certificate  shall be  conclusive  evidence  of the
                  correctness of any such adjustment absent manifest error.

                                      -2-

<PAGE>

                  (d) The Borrower  shall not be required to issue  fractions of
                  shares of Common Stock or other  capital stock of the Borrower
                  upon the conversion of this Note.

                  (e)  The  Borrower  will  at all  times  have  authorized  and
                  reserved,  solely for the purpose of such possible conversion,
                  out of its  authorized  but  unisssued  shares,  a  sufficient
                  number  of  shares  of its  Common  Stock to  provide  for the
                  exercise in full of the  conversion  rights  contained in this
                  Note.  The Borrower  covenants that all shares of Common Stock
                  issuable upon conversion hereof shall be validly issued, fully
                  paid,  nonassessable,  and free of preemptive  rights of third
                  parties.

         (5)      This Note may not be  prepaid  except,  in the event  that the
                  Common Stock is publicly  traded,  the Notes may be prepaid by
                  the Borrower on 30 days prior written notice provided that the
                  closing sales price (or closing bid price) of the Common Stock
                  on its  principal  trading  market is at least  twice the then
                  current  Conversion  Price  for a  period  of ten  consecutive
                  trading  days  ending  within 20 days prior to the date of the
                  notice of prepayment.

         (6)      This Note  shall be senior in right of  payment  to all future
                  indebtedness for borrowed money of the Borrower.  The Borrower
                  will  not  create,  incur,  assume  or  suffer  to  exist  any
                  indebtedness  for borrowed  money that is pari passu or senior
                  in right of payment to this Note.

         (7)      In case of any  consolidation  with or merger of the  Borrower
                  with or into  another  corporation  (other  than a  merger  or
                  consolidation  in  which  the  Borrower  is the  surviving  or
                  continuing  corporation),  or in case of any sale,  lease,  or
                  conveyance to another  corporation  of the property and assets
                  of any nature of the Borrower as an entirety or  substantially
                  as  an  entirety,  such  successor,   leasing,  or  purchasing
                  corporation,  as the case may be, shall, as a condition to the
                  consummation of any of the foregoing transactions, (i) execute
                  with the Lender an agreement  providing  that the Lender shall
                  have the right  thereafter to receive upon  conversion of this
                  Note  solely  the kind and amount of shares of stock and other
                  securities,   property,   cash,  or  any  combination  thereof
                  receivable upon such  consolidation,  merger,  sale, lease, or
                  conveyance by a holder of the number of shares of Common Stock
                  for which  this Note  might  have been  converted  immediately
                  prior  to  such   consolidation,   merger,   sale,  lease,  or
                  conveyance   and  (ii)  make  effective  a  provision  in  its
                  certificate of  incorporation or otherwise,  if necessary,  to
                  effect  such  agreement.  Such  agreement  shall  provide  for
                  adjustments which shall be as nearly equivalent as practicable
                  to the adjustments in Section 4.

         (8)      The Lender  shall not have,  solely on account of holding this
                  Note, any rights of a stockholder  of the Borrower,  either at
                  law or in equity, or to any notice of meetings of stockholders
                  or of  any  other  proceedings  of  the  Borrower,  except  as
                  provided in this Note.

         This  Note  is  issued   pursuant   to  the   Agreement   and  Plan  of
Reorganization  (the  "Agreement")  by and between the  Borrower and the Lender,
among  others,  and,  notwithstanding  any  provision to the contrary  contained
herein,  this Note is subject and entitled to the terms,  conditions,  covenants

                                      -3-

<PAGE>

and agreements  contained in the Agreement.  Reference to the Agreement shall in
no way impair the absolute and  unconditional  obligation of the Borrower to pay
the principal and interest as provided herein.

         The Borrower and any  endorsers,  sureties and  guarantors of this Note
waive presentment for payment,  demand, protest, notice or protest and notice of
dishonor hereof, and all other notices to which they may be entitled.

         The Borrower and every endorser of this Note, and every other person at
any time liable for the payment of the debt  evidenced by this Note,  shall,  to
the extent  permitted by the laws of the State of Texas,  be obligated to pay to
the Lender all  expenses  of every kind and nature  whatsoever  incurred  in the
enforcement of this Note or any rights hereunder,  including but not limited to,
reasonable attorneys' fees, and hereby agrees to pay to the Lender on demand the
amount of any and all such expenses.

         The failure of the Lender to exercise any right or remedy granted to it
hereunder  on any one or more  instances  shall not  constitute  a waiver of any
default  by  the  Lender,   and  all  such  rights  and  remedies  shall  remain
continuously  in force.  No delay or omission in the exercise or  enforcement by
the Lender of any rights or remedies shall be construed as a waiver of any right
or remedy of the Lender;  and no exercise  or  enforcement  of any such right or
remedy shall be held to exhaust any other right or remedy of the Lender.

         Any  notice  or other  communication  given  hereunder  shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt  requested,  to the addresses  listed above.  Notices shall be deemed to
have been given on the date of  mailing,  except  notices of change of  address,
which shall be deemed to have been given when received.

         The terms and  provisions  hereof shall inure to the benefit of, and be
binding  upon,  the  respective  successors  and  assigns  of the Lender and the
Borrower.

         If any one or more of the  provisions  contained in this Note shall for
any reason be held to be invalid,  illegal or  unenforceable,  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provisions of this
Note  and  this  Note  shall  be  construed  as  if  such  invalid,  illegal  or
unenforceable provision had never been contained herein.

         This  Note may not be  changed  orally,  but only by an  instrument  in
writing duly executed by the parties  against which  enforcement  of any waiver,
change, modification or discharge is sought.

         This  Note and its  validity,  construction  and  performance  shall be
governed in all respects by the laws of the State of Texas.

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
and delivered by its duly authorized officer on the date first written above.


<PAGE>

                                                  DWANGO NORTH AMERICA CORP.



                                                  By:
                                                      --------------------------
                                                  Name:
                                                  Title:


                                      -4-