**Dated:** **November
      _____, 2006**




**NEITHER
      THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “** **SECURITIES
      ACT** **”),
      AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS.**




No. VC-__
            $500,000




**SUB-URBAN
      BRANDS, INC.**




**Subordinated
      Promissory Note**




**Due
      Date: as set forth herein**




This
      Subordinated Promissory Note (the “ Note ”)
      is
      issued by Sub-Urban Brands, Inc., **** a
      Nevada
      corporation (the “ Obligor ”),
      to
      ______________, (the “ Holder .




**FOR
      VALUE RECEIVED** ,
      the
      Obligor hereby promises to pay to the Holder or its successors and assigns
      the
      principal sum of Five Hundred Thousand Dollars ($500,000) together with accrued
      but unpaid interest on August
      ____, 2007 (the
      “ Maturity
      Date ”),
      in
      accordance with the following terms:




*Interest* .
      Interest shall accrue on the outstanding principal balance hereof at an annual
      rate equal to eight percent (8%). Interest shall be calculated on the basis
      of a
      360-day year and the actual number of days elapsed, to the extent permitted
      by
      applicable law. Interest hereunder will be paid on the Maturity Date to the
      Holder or its assignee (as defined in *Section
      5* )
      in
      whose name this Note is registered on the records of the Obligor regarding
      registration and transfers of Notes (the “ Note
      Register ”).




This
      Note
      is subject to the following additional provisions:




*Section
      1* .  This
      Note
      is exchangeable for an equal aggregate principal amount of Notes of different
      authorized denominations, as requested by the Holder surrendering the same.
      No
      service charge will be made for such registration of transfer or
      exchange.









*Section
      2* .  Events
      of Default .




(a)  An
      “ Event
      of Default ”,
      wherever used herein, means any one of the following events (whatever the reason
      and whether it shall be voluntary or involuntary or effected by operation of
      law
      or pursuant to any judgment, decree or order of any court, or any order, rule
      or
      regulation of any administrative or governmental body):




(i)  Any
      default in the payment of the principal of, interest on or other charges in
      respect of this Note, free of any claim of subordination, as and when the same
      shall become due and payable (whether on a Conversion Date or the Maturity
      Date
      or by acceleration or otherwise);




(ii)  The
      Obligor shall fail to observe or perform any other covenant, agreement or
      warranty contained in, or otherwise commit any breach or default of any
      provision of this Note (except as may be covered by *Section
      2(a)(i)* hereof)
      or any Transaction Document (as defined in *Section
      5* )
      which
      is not cured with in the time prescribed, including without limitation Obligor’s
      obligation to timely deliver shares of Common Stock upon conversion of this
      Note
      and exercise of the Warrant;




(iii)  The
      Obligor or any subsidiary of the Obligor shall commence, or there shall be
      commenced against the Obligor or any subsidiary of the Obligor under any
      applicable bankruptcy or insolvency laws as now or hereafter in effect or any
      successor thereto, or the Obligor or any subsidiary of the Obligor commences
      any
      other proceeding under any reorganization, arrangement, adjustment of debt,
      relief of debtors, dissolution, insolvency or liquidation or similar law of
      any
      jurisdiction whether now or hereafter in effect relating to the Obligor or
      any
      subsidiary of the Obligor or there is commenced against the Obligor or any
      subsidiary of the Obligor any such bankruptcy, insolvency or other proceeding
      which remains undismissed for a period of 61 days; or the Obligor or any
      subsidiary of the Obligor is adjudicated insolvent or bankrupt; or any order
      of
      relief or other order approving any such case or proceeding is entered; or
      the
      Obligor or any subsidiary of the Obligor suffers any appointment of any
      custodian, private or court appointed receiver or the like for it or any
      substantial part of its property which continues undischarged or unstayed for
      a
      period of sixty one (61) days; or the Obligor or any subsidiary of the Obligor
      makes a general assignment for the benefit of creditors; or the Obligor or
      any
      subsidiary of the Obligor shall fail to pay, or shall state that it is unable
      to
      pay, or shall be unable to pay, its debts generally as they become due; or
      the
      Obligor or any subsidiary of the Obligor shall call a meeting of its creditors
      with a view to arranging a composition, adjustment or restructuring of its
      debts; or the Obligor or any subsidiary of the Obligor shall by any act or
      failure to act expressly indicate its consent to, approval of or acquiescence
      in
      any of the foregoing; or any corporate or other action is taken by the Obligor
      or any subsidiary of the Obligor for the purpose of effecting any of the
      foregoing;




(iv)  The
      Obligor or any subsidiary of the Obligor shall default in any of its obligations
      under any other Note or any mortgage, credit agreement or other facility,
      indenture agreement, factoring agreement or other instrument under which there
      may be issued, or by which there may be secured or evidenced any indebtedness
      for borrowed money or money due under any long term leasing or factoring
      arrangement of the Obligor or any subsidiary of the Obligor in an amount
      exceeding $200,000, whether such indebtedness now exists or shall hereafter
      be
      created and such default shall result in such indebtedness becoming or being
      declared due and payable prior to the date on which it would otherwise become
      due and payable;









(v)  The
      Obligor or any subsidiary of the Obligor shall be a party to any Change of
      Control Transaction (as defined in *Section
      5* );




(b)  During
      the time that any portion of this Note is outstanding, if any Event of Default
      has occurred and shall continue for a period of ten (10) days after a notice
      of
      such default has been delivered by the Holder to the Obligor (the “ Notice
      Period ”),
      the
      full principal amount of this Note, together with interest and other amounts
      owing in respect thereof, to the date of acceleration shall become at the
      Holder's election, immediately due and payable in cash, *provided
      however* ,
      the
      Holder may request (but shall have no obligation to request) payment of such
      amounts in Common Stock of the Obligor. The Holder need not provide and the
      Obligor hereby waives any presentment, demand, protest or other notice of any
      kind, and the Holder may immediately and without expiration of any grace period
      (other than the Notice Period) enforce any and all of its rights and remedies
      hereunder and all other remedies available to it under applicable law. Such
      declaration may be rescinded and annulled by Holder at any time prior to payment
      hereunder. No such rescission or annulment shall affect any subsequent Event
      of
      Default or impair any right consequent thereon




*Section
      3* .  Notices .  Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms hereof must be in writing and will be deemed to have
      been
      delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
      when
      sent by facsimile (provided confirmation of transmission is mechanically or
      electronically generated and kept on file by the sending party); or (iii) one
      (1) trading day after deposit with a nationally recognized overnight delivery
      service, in each case properly addressed to the party to receive the same.
      The
      addresses and facsimile numbers for such communications shall be:




If
                to the Company, to:
            Sub-Urban
                Brands, Inc.8723
                Bellanca Ave, Bldg ALos
                Angeles, CA 90045Attention:
                Joe Shortal, CEOTelephone:310.670.0132Facsimile:If
                to the Holder:





or
      at
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party three (3) business days prior to the effectiveness of such change.
      Written confirmation of receipt (i) given by the recipient of such notice,
      consent, waiver or other communication, (ii) mechanically or electronically
      generated by the sender's facsimile machine containing the time, date, recipient
      facsimile number and an image of the first page of such transmission or (iii)
      provided by a nationally recognized overnight delivery service, shall be
      rebuttable evidence of personal service, receipt by facsimile or receipt from
      a
      nationally recognized overnight delivery service in accordance with clause
      (i),
      (ii) or (iii) above, respectively.









*Section
      4* .  Definitions .
      For the
      purposes hereof, the following terms shall have the following
      meanings:




“ Business
      Day ”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday in the United States or a day on which banking institutions are
      authorized or required by law or other government action to close.




“ Change
      of Control Transaction ”
means
      the occurrence of (a) an acquisition after the date hereof by an individual
      or
      legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the
      Exchange Act) of effective control (whether through legal or beneficial
      ownership of capital stock of the Obligor, by contract or otherwise) of in
      excess of fifty percent (50%) of the voting securities of the Obligor (except
      that the acquisition of voting securities by the Holder shall not constitute
      a
      Change of Control Transaction for purposes hereof), (b) a replacement at one
      time or over time of more than one-half of the members of the board of directors
      of the Obligor which is not approved by a majority of those individuals who
      are
      members of the board of directors on the date hereof (or by those individuals
      who are serving as members of the board of directors on any date whose
      nomination to the board of directors was approved by a majority of the members
      of the board of directors who are members on the date hereof), (c) the merger,
      consolidation or sale of fifty percent (50%) or more of the assets of the
      Obligor or any subsidiary of the Obligor in one or a series of related
      transactions with or into another entity, or (d) the execution by the Obligor
      of
      an agreement to which the Obligor is a party or by which it is bound, providing
      for any of the events set forth above in (a), (b) or (c).




“ Common
      Stock ”
means
      the common stock, par value $0.001, of the Obligor and stock of any other class
      into which such shares may hereafter be changed or reclassified.




“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended.




“ Original
      Issue Date ”
shall
      mean the date of the first issuance of this Note regardless of the number of
      transfers and regardless of the number of instruments, which may be issued
      to
      evidence such Note.




“ Person ”
means
      a
      corporation, an association, a partnership, organization, a business, an
      individual, a government or political subdivision thereof or a governmental
      agency.




“ Securities
      Act ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“ Trading
      Day ”
means
      a
      day on which the shares of Common Stock are quoted on the OTC or quoted or
      traded on such Subsequent Market on which the shares of Common Stock are then
      quoted or listed; provided, that in the event that the shares of Common Stock
      are not listed or quoted, then Trading Day shall mean a Business
      Day.









“ Transaction
      Documents ”
means
      the any other agreement delivered in connection with this note, including,
      without limitation, the Warrant Agreement of even date herewith.




*Section
      5* .  Except
      as
      expressly provided herein, no provision of this Note shall alter or impair
      the
      obligations of the Obligor, which are absolute and unconditional, to pay the
      principal of, interest and other charges (if any) on, this Note at the time,
      place, and rate, and in the coin or currency, herein prescribed. This Note
      is a
      direct obligation of the Obligor. This Note ranks pari passu with all other
      Notes (other than notes and other instruments issued in connection with the
      ABF
      Loan) now or hereafter issued under the terms set forth herein. As long as
      this
      Note is outstanding, the Obligor shall not and shall cause their subsidiaries
      not to, without the consent of the Holder (which shall not be unreasonably
      withheld), (i) amend its certificate of incorporation, bylaws or other charter
      documents so as to adversely affect any rights of the Holder; (ii) repay,
      repurchase or offer to repay, repurchase or otherwise acquire shares of its
      Common Stock or other equity securities other than as to the Underlying Shares
      to the extent permitted or required under the Transaction Documents; or (iii)
      enter into any agreement with respect to any of the foregoing.




*Section
      6* .  This
      Note
      shall not entitle the Holder to any of the rights of a stockholder of the
      Obligor, including without limitation, the right to vote, to receive dividends
      and other distributions, or to receive any notice of, or to attend, meetings
      of
      stockholders or any other proceedings of the Obligor, unless and to the extent
      converted into shares of Common Stock in accordance with the terms
      hereof.




*Section
      7* .  If
      this
      Note is mutilated, lost, stolen or destroyed, the Obligor shall execute and
      deliver, in exchange and substitution for and upon cancellation of the mutilated
      Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,
      a
      new Note for the principal amount of this Note so mutilated, lost, stolen or
      destroyed but only upon receipt of evidence of such loss, theft or destruction
      of such Note, and of the ownership hereof, and indemnity, if requested, all
      reasonably satisfactory to the Obligor.




*Section
      8* .  Except
      for the ABF Loan and the Vision Opportunity Master Fund Ltd. Loan (in the
      principal amount of $750,000), no indebtedness of the Obligor is senior to
      this
      Note in right of payment, whether with respect to interest, damages or upon
      liquidation or dissolution or otherwise. Without the Holder’s consent, the
      Obligor will not and will not permit any of their subsidiaries to, directly
      or
      indirectly, enter into, create, incur, assume or suffer to exist any
      indebtedness of any kind, on or with respect to any of its property or assets
      now owned or hereafter acquired or any interest therein or any income or profits
      there from that is senior in any respect to the obligations of the Obligor
      under
      this Note.




*Section
      9* .  This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, without giving effect to conflicts of laws thereof. Each of the
      parties consents to the jurisdiction of the Courts of the State of New York
      sitting in New York County, New York and the U.S. District Court for the
      Southern District of New York in connection with any dispute arising under
      this
      Note and hereby waives, to the maximum extent permitted by law, any objection,
      including any objection based on forum  non  conveniens to the
      bringing of any such proceeding in such jurisdictions.









*Section
      10* .  If
      the
      Obligor fails to comply with the terms of this Note, then the Obligor shall
      reimburse the Holder promptly for all fees, costs and expenses, including,
      without limitation, attorneys’ fees and expenses incurred by the Holder in any
      action in connection with this Note, including, without limitation, those
      incurred: (i) during any workout, attempted workout, and/or in connection with
      the rendering of legal advice as to the Holder’s rights, remedies and
      obligations, (ii) collecting any sums which become due to the Holder, (iii)
      defending or prosecuting any proceeding or any counterclaim to any proceeding
      or
      appeal; or (iv) the protection, preservation or enforcement of any rights or
      remedies of the Holder.




*Section
      11* .  Any
      waiver by the Holder of a breach of any provision of this Note shall not operate
      as or be construed to be a waiver of any other breach of such provision or
      of
      any breach of any other provision of this Note. The failure of the Holder to
      insist upon strict adherence to any term of this Note on one or more occasions
      shall not be considered a waiver or deprive that party of the right thereafter
      to insist upon strict adherence to that term or any other term of this Note.
      Any
      waiver must be in writing.




*Section
      12* .  If
      any
      provision of this Note is invalid, illegal or unenforceable, the balance of
      this
      Note shall remain in effect, and if any provision is inapplicable to any person
      or circumstance, it shall nevertheless remain applicable to all other persons
      and circumstances. If it shall be found that any interest or other amount deemed
      interest due hereunder shall violate applicable laws governing usury, the
      applicable rate of interest due hereunder shall automatically be lowered to
      equal the maximum permitted rate of interest. The Obligor covenants (to the
      extent that it may lawfully do so) that it shall not at any time insist upon,
      plead, or in any manner whatsoever claim or take the benefit or advantage of,
      any stay, extension or usury law or other law which would prohibit or forgive
      the Obligor from paying all or any portion of the principal of or interest
      on
      this Note as contemplated herein, wherever enacted, now or at any time hereafter
      in force, or which may affect the covenants or the performance of this
      indenture, and the Obligor (to the extent it may lawfully do so) hereby
      expressly waives all benefits or advantage of any such law, and covenants that
      it will not, by resort to any such law, hinder, delay or impeded the execution
      of any power herein granted to the Holder, but will suffer and permit the
      execution of every such as though no such law has been enacted.




*Section
      13* .  THE
      PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
      OF
      THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
      OR
      ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
      DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
      OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
      FOR
      THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT **.**







**IN
      WITNESS WHEREOF** ,
      the
      Obligor has caused this Subordinated Promissory Note to be duly executed by
      a
      duly authorized officer as of the date set forth above.




**SUB-URBAN
                BRANDS, INC.**By:Name:
              Title: