EXHIBIT 4.1


                            EXHIBIT A (Form of Notes)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS
(COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
LAWS, OR (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE LAWS.

                              DATE: MARCH 30, 2000

NOTE # A-01                                                      U.S.$700,000.00


                        TOUPS TECHNOLOGY LICENSING, INC.

      SERIES 2000-A EIGHT PERCENT (8%) CONVERTIBLE NOTE DUE MARCH 31, 2002

         THIS NOTE is one of a duly authorized issue of Notes (a "Note" or the
"Notes") of Toups Technology Licensing, Inc., a corporation duly organized and
validly existing under the laws of the State of Florida, U.S.A. (the "Company")
designated as its Series 2000-A Eight Percent (8%) Convertible Notes Due March
31, 2002, in an aggregate principal face value for all Notes of this Series
2000-A of Seven Hundred Thousand and no/100 United States Dollars
(US$700,000.00).

         FOR VALUE RECEIVED, the Company promises to pay to AUGUSTINE FUND,
L.P., the registered holder hereof and its successors and assigns (the
"Holder"), the principal sum of Seven Hundred Thousand and no/100 United States
Dollars ($700,000.00) on March 31, 2002 (the "Maturity Date"), and to pay
interest on the principal sum outstanding, at the rate of eight percent (8%) per
annum due and payable in quarterly installments in arrears, on March 31, June
30, September 30, and December 31 of each year during the term of this Note,
with the first such payment to be made on June 30, 2000. Accrual of interest on
the outstanding principal amount, payable in cash or common stock of the Company
at the Company's option, shall commence on the date hereof and shall continue
until payment in full of the outstanding principal amount has been made or duly
provided for. The interest so payable will be paid to the person in whose name
this Note (or one or more predecessor Notes) is registered on the records of the
Company regarding registration and transfers of the Note (the "Note Register");
provided, however, that the Company's

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obligation to a transferee of this Note arises only if such transfer, sale or
other disposition is made in accordance with the terms and conditions of that
Securities Purchase Agreement of even date herewith between the Company and
Augustine Fund, L.P. (the "Securities Purchase Agreement").

         The principal of, and interest on, this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the Note Register of the Company as designated in writing by the Holder hereof
from time to time. The Company will pay the outstanding principal of and any and
all accrued and unpaid interest due upon this Note on the Maturity Date, less
any amounts required by law to be deducted or withheld, to the record Holder of
this Note as of the fifth business day (as defined in the Securities Purchase
Agreement) prior to the Maturity Date and addressed to such Holder at the last
address appearing on the Note Register. The forwarding of such funds shall
constitute a payment of outstanding principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on this Note to
the extent of the sum represented by such payment plus any amounts so deducted
or withheld. Except as herein provided, this Note may not be prepaid without the
prior written consent of the Holder.

         This Note is subject to the following additional provisions:

         1.       NOTE EXCHANGEABLE. The Note is exchangeable commencing thirty
(30) days from the date hereof for an equal aggregate principal amount of Notes
of different authorized denominations, as requested by the Holder surrendering
the same, but not of denominations of less than Fifty Thousand United States
Dollars (US$50,000.00) without the Company's written consent. No service charge
will be made for such registration or transfer or exchange.

         2.       WITHHOLDING. The Company shall be entitled to withhold from
all payments of principal or interest pursuant to this Note any amounts required
to be withheld under the applicable provisions of the United States income tax
or other applicable laws at the time of such payments.

         3.       TRANSFER/EXCHANGE OF NOTE; REGISTERED HOLDER; OPINION OF
COUNSEL; LEGEND. This Note has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "1933 Act") and
applicable state securities laws. Prior to due presentment for transfer of this
Note, the Company and any agent of the Company may treat the person in whose
name this Note is duly registered on the Company's Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not his Note be overdue, and neither the Company nor any
such agent shall be affected or bound by notice to the contrary.

         The Holder understands and acknowledges by its acceptance hereof that
(i) except as provided in the Securities Purchase Agreement and in that
Registration Rights Agreement attached as Exhibit C to the Securities Purchase
Agreement (the "Registration Rights Agreement"), both such documents
incorporated herein by reference, this Note and the shares of common stock in
the


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<PAGE>

Company issuable upon conversion thereof as herein provided ("Conversion
Shares") have not been and are not being registered under the 1933 Act or any
state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) the Holder
shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, substance and scope to the Company, to the effect that the
securities to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration; (ii) any sale of
such securities made in reliance on Rule 144 promulgated under the 1933 Act may
be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable, any resale of such securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other regulation and/or exemption under the 1933 Act or the rules and
regulations of the United States Securities and Exchange Commission (the "SEC")
thereunder; and (iii) neither the Company nor any other person is under any
obligation to register such securities under the 1933 Act or any state
securities laws (other than pursuant to the terms of the Securities Purchase
Agreement and the Registration Rights Agreement) or to comply with the terms and
conditions of any exemption thereunder.

         Any Conversion Shares issued upon conversion of this Note, and if
applicable, any common stock of the Company issued in payment of interest as
herein provided, shall, if and only to the extent required by law, bear legends
in similar form to the legends set forth on the first page of this Note.

         4.       CONVERSION OF NOTE INTO COMMON STOCK; REDEMPTION BY THE
COMPANY; CONVERSION LIMITATIONS.

         (a)      The Holder of this Note is entitled, at its option, at any
time commencing the earlier of (i) the date on which the Registration Statement
(as defined in the Securities Purchase Agreement) is declared effective by the
SEC; or (ii) the date which is ninety (90) days after the date first written at
the top of this Note, to convert all or a portion of the original principal face
amount of this Note into shares of common stock in the Company, $.001 par value
per share (defined hereinafter as the "Common Stock"), at a conversion price
(the "Conversion Price") for each share of Common Stock equal to the lesser of
(x) $.75; or (y) eighty percent (80%) of the lowest of the closing bid prices
for the Common Stock for the five (5) trading days immediately preceding the
Conversion Date (as hereinafter defined), as reported on the National
Association of Securities Dealers OTC Bulletin Board Market (or on such other
national securities exchange or market as the Common Stock may trade at such
time). Such conversion shall be achieved by submitting to the Company the fully
completed form of conversion notice attached hereto as Exhibit I (a "Notice of
Conversion"), executed by the Holder of this Note evidencing such Holder's
intention to convert this Note or the specified portion (as herein provided)
hereof. A Notice of Conversion may be submitted via facsimile to the Company at
the telecopier number for the Company provided in the Securities Purchase
Agreement (or at such other number as requested in advance of such conversion in
writing by the Company), and if so submitted the original Notice of Conversion
shall be delivered to the Company within two (2) business days. The Company and
the Holder shall each keep records with respect to the portion of this Note then
being converted and all portions


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<PAGE>

previously converted; upon receipt by the Holder of the requisite Conversion
Shares, the outstanding principal amount of the Note shall be reduced by the
amount specified in the Notice of Conversion resulting in such Conversion
Shares. The Company may from time to time, but is not required to, instruct the
Holder and the Holder shall surrender this Note along with the Notice of
Conversion for the purposes of making a notation thereon as to the amount of
principal being converted, or of canceling this Note and issuing a new Note in
the same form with the principal amount of such Note reduced by the amount
converted. Such new or notated Note shall be delivered to the Holder within
three (3) business days after such Holder's surrender to the Company. No
fractional shares or scrip representing fractions of shares will be issued on
conversion, but the number of shares issuable shall be rounded to the nearest
whole share. Accrued interest on the converted portion of the Note shall be
payable upon conversion thereof, in cash or Common Stock at the Conversion
Price, at the Company's option. The date on which a notice of conversion is
given (the "Conversion Date") shall be deemed to be either the date on which the
Company receives from the Holder an original Notice of Conversion duly executed,
or, if earlier, the date set forth in such Notice of Conversion if the original
Notice of Conversion is received by the Company within two (2) business days
thereafter.

         In all cases, the Company shall deliver the Conversion Shares to the
Holder within five (5) business days after the Conversion Date with respect to
such Conversion Shares being delivered, and at the address specified in the
Notice of Conversion. The Company acknowledges that the Securities Purchase
Agreement requires that the Company pay liquidated damages for late or
non-delivery of Conversion Shares.

         Subject to the provisions of Paragraph 4(b) hereof, at the Maturity
Date, the remaining portion of this Note which remains unconverted, if any, plus
accrued interest shall be automatically converted into shares of Common Stock as
of the Maturity Date, as if the Holder had converted the remaining portion of
this Note according to the provisions of this Section 4, with the Conversion
Date being equivalent in such event to the Maturity Date, as if the Holder had
provided the Company with a Notice of Conversion with respect to the outstanding
principal amount of this Note on the Maturity Date. Other than a conversion made
on the Maturity Date in accordance with this paragraph, conversions of this Note
must be effected in increments of at least Ten Thousand U.S. Dollars ($10,000)
of principal amount of this Note (or such lesser outstanding principal amount of
this Note).

         (b)      Notwithstanding anything herein to the contrary, the Company
shall have the right (but not the obligation) to redeem all or any portion of
this Note, provided the Company is not then in violation of any of its
obligations under this Note or under the Securities Purchase Agreement or any
addenda thereto, under the following conditions. At any time prior to delivery
of any Notice of Conversion (in this Section 4(b), a "Notice") to the Company by
the Holder in accordance with the terms of this Note, the Company may give to
the Holder notice (a "Redemption Notice") that it intends to pay the Holder the
Cash Redemption Amount (as hereinafter defined) with respect to all or such
portion of the Note referred to in the Redemption Notice. The "Cash Redemption
Amount" shall be equal to one hundred twenty-five percent (125%) of the face
amount of the portion of the


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<PAGE>

Note to be redeemed pursuant to the Redemption Notice, and shall be paid to the
Holder according to the Holder's written instructions to the Company within
three (3) business days after delivery of the Redemption Notice with respect to
such Note or portion thereof to be redeemed. If the Company does not redeem
within the time limits herein specified and according to the terms of this
Section 4(b), then unless waived by the Holder, the Redemption Notice shall be
null and void, and the Holder may convert all or such portion of this Note as
the Holder in its discretion determines.

         (c)      Notwithstanding anything to the contrary set forth herein or
in the Securities Purchase Agreement, in no event shall any holder of this Note
be entitled to convert this Note in excess of such portion of the principal of
the Note that, upon giving effect to such conversion, would cause the aggregate
number of shares of Common Stock beneficially owned by such converting holder
and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock
following such conversion. For of this Section 4(c), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. The limitations imposed by this Section 4(c) on conversion of
this Note shall no longer apply, and the holder of this Note may convert all or
any portion of this Note, irrespective of the resulting beneficial ownership of
the Company's Common Stock, should any of the following events occur: (I) The
Company shall either: (i) become insolvent; (ii) admit in writing its inability
to pay its debts generally or as they become due; (iii) make an assignment for
the benefit of creditors or commence proceedings for its dissolution; or (iv)
apply for, or consent to the appointment of, a trustee, liquidator, or receiver
for its or for a substantial part of its property or business; or (II) A
trustee, liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without the Company's consent and
such appointment is not discharged within sixty (60) days after such
appointment; or (III) Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of
the Company and shall not be dismissed within sixty (60) days thereafter; or
(IV) Bankruptcy, reorganization, insolvency 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 Company and, if instituted against
the Company, shall not be dismissed within sixty days after such institution or
the Company shall by any action or answer approve of, consent to, or acquiesce
in any such proceedings or admit the material allegations of, or default in
answering a petition filed in, any such proceeding.

         5.       OBLIGATIONS OF THE COMPANY HEREIN ARE UNCONDITIONAL. No
provision of this Note shall alter or impair the obligation of the Company,
which obligation is absolute and unconditional, to repay the principal amount of
this Note at the time, place, rate, and in the coin currency, hereinabove
stated. This Note and all other Notes now or hereafter issued in replacement of
this Note on the same or similar terms are direct obligations of the Company.
This Note ranks at least equally with all other Notes now or hereafter issued
under the terms set forth herein. The Conversion Price and number of shares of
Common Stock issuable upon conversion shall be subject to adjustment from time
to time as provided in Section 6 below.


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<PAGE>

         6.       ADJUSTMENTS.

         (a)      In the event the Company should at any time or from time to
time, after the date of this Note, fix a record date for the effectuation of a
split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock (equal to at least ten
percent (10%) or more of the Company's then issued and outstanding shares of
Common Stock) or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly additional shares of Common
Stock (hereinafter referred to as "Common Stock Equivalents") without payment of
any consideration by such holder for the additional shares of Common Stock or
the Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such dividend, distribution, split or subdivision if no record date
is fixed), the Conversion Price shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of this Note shall be
increased in proportion to such increase in the aggregate number of shares of
Common Stock outstanding and those issuable with respect to such Common Stock
Equivalents.

         (b)      If the number of shares of Common Stock outstanding at any
time after the date of this Note is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date of such
combination, the Conversion Price shall be appropriately increased so that the
number of shares of Common Stock issuable upon conversion of this Note shall be
decreased in proportion to such decrease in outstanding shares.

         (c)      In the event the Company, at any time while all or any portion
of this Note is outstanding, shall be consolidated with or merged into any other
corporation or corporations or shall sell or lease all or substantially all of
its property and business as an entirety, then lawful provisions shall be made
as part of the terms of such consolidation, merger, sale or lease so that the
holder of this Note may thereafter receive in lieu of such Common Stock
otherwise issuable to such holder upon conversion of this Note, but at the
conversion rate which would otherwise be in effect at the time of conversion, as
hereinbefore provided, the same kind and amount of securities or assets as may
be issuable, distributable or payable upon such consolidation, merger, sale or
lease with respect to Common Stock of the Company.

         7.       RESERVATION OF SHARES. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of this Note, such number of
its shares of Common Stock as shall from time to time be sufficient to effect
the conversion of all of the outstanding principal amount, and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of this Note, in addition to such other
remedies as shall be available to Holder, the Company will take such corporate
action as may, in the opinion of its counsel, be necessary to increase the
number of authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including without limitation,
using its best efforts to obtain the requisite stockholder approval necessary to
increase the number of authorized shares of the Company's Common Stock.


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<PAGE>

         8.       NOTE HOLDER NOT DEEMED A STOCKHOLDER. No Holder, as such, of
this Note shall be entitled (prior to conversion of this Note into Common Stock,
and only then to the extent of such conversion) to vote or receive dividends or
be deemed the holder of shares of the Company for any purpose, nor shall
anything contained in this Note be construed to confer upon the Holder hereof,
as such, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the holder of this Note of the
Conversion Shares which he or she is then entitled to receive upon the due
conversion of all or a portion of this Note. Notwithstanding the foregoing, the
Company will provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

         9.       NO LIMITATION ON CORPORATE ACTION. No provisions of this Note
and no right or option granted or conferred hereunder shall in any way limit,
affect or abridge the exercise by the Company of any of its corporate rights or
powers to recapitalize, amend its Certificate of Incorporation, reorganize,
consolidate or merge with or into another corporation, or to transfer all or any
part of its property or assets, or the exercise of any other of its corporate
rights and powers.

         10.      REPRESENTATIONS OF HOLDER.Upon conversion of all or a portion
of this Note, the Holder shall confirm in writing, in a form reasonably
satisfactory to the Company, that the Conversion Shares so purchased are being
acquired solely for the Holder's own account and not as a nominee for any other
party, and that such Holder is an Accredited Investor (as defined in Rule 501(a)
of Regulation D promulgated under the 1933 Act). The Company acknowledges that
Holder's duly executed certification on the Notice of Conversion is satisfactory
confirmation of the facts set forth in the immediately preceding sentence. If
such Holder cannot make such representations because they would be factually
incorrect, it shall be a condition to such Holder's conversion of all or a
portion of the Note that the Company receive such other representations as the
Company considers reasonably necessary to assure the Company that the issuance
of its securities upon conversion of the Note shall not violate any United
States or state securities laws.

         11.      WAIVER OF DEMAND, PRESENTMENT, ETC. The Company hereby
expressly waives demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of acceleration or intent
to accelerate, bringing of suit and diligence in taking any action to collect
amounts called for hereunder and shall be directly and primarily liable for the
payment of all sums owing and to be owing hereunder, regardless of and without
any notice, diligence, act or omission as or with respect to the collection of
any amount called for hereunder.

         12.      ATTORNEY'S FEES. The Company agrees to pay all costs and
expenses, including without limitation reasonable attorney's fees, which may be
incurred by the Holder in collecting any amount due under this Note or in
enforcing any of Holder's conversion rights as described herein.


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<PAGE>

         13.      DEFAULT. If one or more of the following described "Events of
Default" shall occur:

         (a)      The Company shall continue in default in the payment of
         principal or interest on this Note for a period of ten (10) days after
         a notice of default is received by the Company with respect to any such
         payment; or

         (b)      Any of the representations or warranties made by the Company
         herein, in the Securities Purchase Agreement, the Registration Rights
         Agreement, or in any certificate or financial or other written
         statement heretofore or hereafter furnished by or on behalf of the
         Company in connection with the execution and delivery of this Note or
         the Securities Purchase Agreement or the Registration Rights Agreement
         shall be false or misleading in any material respect at the time made
         and the Holder shall have provided seven (7) days prior written notice
         to the Company of the alleged misrepresentation or breach of warranty
         and the same shall continue uncured for a period of seven (7) days
         after such written notice from the Holder; or

         (c)      The Company shall fail to perform or observe, in any material
         respect, any other covenant, term, provision, condition, agreement or
         obligation of the Company under this Note or the Securities Purchase
         Agreement and such failure shall continue uncured for a period of seven
         (7) days after written notice from the Holder of such failure; or

         (d)      The Company shall either: (i) become insolvent; (ii) admit in
         writing its inability to pay its debts generally or as they become due;
         (iii) make an assignment for the benefit of creditors or commence
         proceedings for its dissolution; or (iv) apply for, or consent to the
         appointment of, a trustee, liquidator, or receiver for its or for a
         substantial part of its property or business; or

         (e)      A trustee, liquidator or receiver shall be appointed for the
         Company or for a substantial part of its property or business without
         the Company's consent and such appointment is not discharged within
         sixty (60) days after such appointment; or

         (f)      Any governmental agency or any court of competent jurisdiction
         at the instance of any governmental agency shall assume custody or
         control of the whole or any substantial portion of the properties or
         assets of the Company and shall not be dismissed within sixty (60) days
         thereafter; or

         (g)      Any money judgment, writ or Note of attachment, or similar
         process in excess of Two Hundred Thousand United States Dollars
         (US$200,000.00) in the aggregate shall be entered or filed against the
         Company or any of its properties or assets and shall remain unpaid,
         unvacated, unbonded or unstayed for a period of fifteen (15) days or in
         any event later than five (5) days prior to the date of any proposed
         sale thereunder; or


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<PAGE>

         (h)      Bankruptcy, reorganization, insolvency 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
         Company and, if instituted against the Company, shall not be dismissed
         within sixty days after such institution or the Company shall by any
         action or answer approve of, consent to, or acquiesce in any such
         proceedings or admit the material allegations of, or default in
         answering a petition filed in, any such proceeding; or

         (i)      The Company shall have its Common Stock delisted from the OTC
         BULLETIN BOARD Market or suspended from trading thereon, and shall not
         have its Common Stock relisted on the same or another national
         securities exchange, or have such suspension lifted, as the case may
         be, within ten (10) business days; or

         (j)      The Company shall have received a notice of default on the
         payment of any debt(s) aggregating in excess of Two Hundred Thousand
         United States Dollars (US$200,000.00) beyond any applicable grace
         period;

then, or at any time thereafter, and in any and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
in one instance shall not be deemed to be a waiver in another instance or for
any other prior or subsequent Event of Default) at the option of the Holder and
in the Holder's sole discretion, the Holder may immediately accelerate the
maturity hereof, whereupon all principal and interest hereunder shall be
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Company, anything
herein or in any Note or other instrument contained to the contrary
notwithstanding, and the Holder may immediately, and upon the expiration of any
period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law or equity.

         14.      NOTE A GENERAL UNSECURED OBLIGATION OF THE COMPANY. This Note
represents a general unsecured obligation of the Company. No recourse shall be
had for the payment of the principal of, or the interest on, this Note, or for
any claim based thereon, or otherwise in respect hereof, against any
incorporator, shareholder, officer, director, or agent of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         15.      ENFORCEABILITY. In case any provision of this Note is held by
a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if
possible, so that it is enforceable to the maximum extent possible, and the
validity and enforceability of the remaining provisions of this Note will not in
any way be affected or impaired thereby.

         16.      ENTIRE AGREEMENT. This Note and Exhibit I attached hereto, the
Securities Purchase Agreement and the Exhibits attached thereto and the
Registration Rights Agreement and


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<PAGE>

the Exhibits attached thereto (if any) constitute the full and entire
understanding between the Company and the Holder with respect to the subject
matter hereof and thereof. Neither this Note nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by
the Company and the Holder.

         17.      GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the state of Delaware without giving effect to
applicable principles of conflict of law.

         18.      HEADINGS. Headings in this Note are for convenience only, and
shall not be used in the construction of this Note.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized, all as of the date first
hereinabove written.

                                   TOUPS TECHNOLOGY LICENSING, INC.


                                   By: /s/ MARK CLANCY
                                       -----------------------------------------
                                       Mr. Mark Clancy, Executive Vice President



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