Exhibit 4.1

                                                               EXECUTION VERSION

                             SENIOR CONVERTIBLE NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
NOR THE  SECURITIES  INTO  WHICH  THESE  SECURITIES  ARE  CONVERTIBLE  HAVE BEEN
REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,  SOLD,  TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE  REGISTRATION  STATEMENT  FOR
THE SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF  REQUESTED BY THE  COMPANY),  IN A FORM  REASONABLY
ACCEPTABLE TO THE COMPANY,  THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE SOLD  PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT.  NOTWITHSTANDING  THE  FOREGOING,  THE  SECURITIES  MAY BE  PLEDGED IN
CONNECTION  WITH  A  BONA  FIDE  MARGIN  ACCOUNT  OR  OTHER  LOAN  OR  FINANCING
ARRANGEMENT  SECURED  BY THE  SECURITIES.  ANY  TRANSFEREE  OF THIS NOTE  SHOULD
CAREFULLY REVIEW THE TERMS OF THIS NOTE,  INCLUDING SECTIONS 3(C)(III) AND 17(A)
HEREOF.  THE PRINCIPAL  AMOUNT  REPRESENTED BY THIS NOTE AND,  ACCORDINGLY,  THE
SECURITIES  ISSUABLE  UPON  CONVERSION  HEREOF MAY BE LESS THAN THE  AMOUNTS SET
FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(C)(III) OF THIS NOTE.

                                  STEVIA CORP.

                             SENIOR CONVERTIBLE NOTE

Issuance Date: March 3, 2014            Original Principal Amount: U.S. $500,000

     FOR VALUE RECEIVED,  Stevia Corp., a Nevada  corporation  (the  "COMPANY"),
hereby promises to pay to the order of NOMIS BAY LTD. or its registered  assigns
("HOLDER") the amount set out above as the Original Principal Amount (as reduced
pursuant to the terms hereof  pursuant to  redemption,  conversion or otherwise,
the  "PRINCIPAL")  when due,  whether upon the Maturity Date (as defined below),
acceleration, redemption or otherwise (in each case in accordance with the terms
hereof)  and to pay  interest  ("INTEREST")  on any  outstanding  Principal  (as
defined  below) (as such  interest on any  outstanding  Principal may be reduced
pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at
the  applicable  Interest Rate (as defined below) from the date set out above as
the Issuance Date (the "ISSUANCE  DATE") until the same becomes due and payable,
whether  upon the  Maturity  Date or  acceleration,  conversion,  redemption  or
otherwise  (in each case in  accordance  with the  terms  hereof).  This  Senior
Convertible Note (this "NOTE",  including all Senior Convertible Notes issued in
exchange, transfer or replacement hereof, collectively, the "NOTES") is one of a
series of Senior  Convertible  Notes  issued  pursuant  to the  pursuant  to the
Securities  Purchase  Agreement (as defined below) either on the Initial Closing
Date (as defined  below) or, if applicable,  on the Additional  Closing Date (as
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defined  below)  (collectively,  the "NOTES" and such other  Senior  Convertible
Notes, the "OTHER NOTES").  Certain capitalized terms used herein are defined in
Section 28.

     1. PAYMENTS OF PRINCIPAL.  On the Maturity  Date,  the Company shall pay to
the Holder an amount in cash representing all outstanding Principal, accrued and
unpaid  Interest  and  accrued  and unpaid  Late  Charges (as defined in Section
23(c)) on such  Principal  and Interest  (as  adjusted  with respect to any Note
Reduction (as defined in Section 12)).  Other than as specifically  permitted by
this Note, the Company may not prepay any portion of the outstanding  Principal,
accrued and unpaid  Interest or accrued and unpaid Late Charges on Principal and
Interest, if any.

     2. INTEREST; INTEREST RATE.

     (a) Interest on this Note shall commence  accruing on the Issuance Date and
shall be computed on the basis of a 360-day  year and twelve  30-day  months and
shall be payable in cash on the Maturity Date or any applicable Redemption Date,
subject to adjustment with respect to any Note Reduction.

     (b) Prior to the payment of Interest on the Maturity Date or any applicable
Redemption Date,  Interest on this Note shall accrue at the Interest Rate and be
payable by way of  inclusion of the  Interest in the  Conversion  Amount on each
Conversion  Date  in  accordance  with  Section  3(b)(i).  From  and  after  the
occurrence and during the continuance of any Event of Default, the Interest Rate
shall  automatically  be increased to eighteen percent (18.0%) per annum. In the
event that such Event of Default is subsequently  cured, the adjustment referred
to in the preceding  sentence shall cease to be effective as of the calendar day
immediately  following  the date of such cure;  provided  that the  Interest  as
calculated  and unpaid at such  increased  rate during the  continuance  of such
Event of Default  shall  continue  to apply to the extent  relating  to the days
after the occurrence of such Event of Default  through and including the date of
such cure of such Event of Default.

     3. CONVERSION OF NOTES. This Note shall be convertible into validly issued,
fully paid and non-assessable  shares of Common Stock (as defined below), on the
terms and conditions set forth in this Section 3.

     (a)  Conversion  Right.  Subject to the  provisions of Section 3(d), at any
time or times on or after the  Issuance  Date,  the Holder  shall be entitled to
convert any portion of the outstanding and unpaid  Conversion Amount (as defined
below) into validly issued, fully paid and non-assessable shares of Common Stock
in accordance with Section 3(c), at the Conversion Rate (as defined below).  The
Company  shall not  issue  any  fraction  of a share of  Common  Stock  upon any
conversion.  If the  issuance  would  result in the  issuance of a fraction of a
share of Common  Stock,  the  Company  shall  round such  fraction of a share of
Common Stock up to the nearest  whole share.  The Company  shall pay any and all
transfer,  stamp, issuance and similar taxes that may be payable with respect to
the  issuance and delivery of Common  Stock upon  conversion  of any  Conversion
Amount.

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     (b)  Conversion  Rate.  The number of shares of Common Stock  issuable upon
conversion of any Conversion Amount pursuant to Section 3(a) shall be determined
by  dividing  (x)  such  Conversion  Amount  by (y) the  Conversion  Price  (the
"CONVERSION RATE").

     (i) "CONVERSION AMOUNT" means the portion of the Principal to be converted,
redeemed or otherwise  with respect to which this  determination  is being made,
plus all  accrued  and  unpaid  Interest  with  respect  to such  portion of the
Principal  amount and  accrued  and unpaid  Late  Charges  with  respect to such
portion of such Principal and such Interest.

     (ii) "CONVERSION PRICE" means, for any date of determination, the lesser of
(A) the product of (x) the  arithmetic  average of the lowest three (3) VWAPs of
the  Common  Stock  during  the ten (10)  consecutive  Trading  Days  ending and
including the Trading Day immediately  preceding the applicable  Conversion Date
(the  "VARIABLE  CONVERSION  BASE PRICE") and (y) forty percent  (40%),  and (B)
$0.30 (as adjusted for stock splits,  stock  dividends,  stock  combinations  or
other  similar  transactions).  All  such  determinations  to  be  appropriately
adjusted for any stock split, stock dividend, stock combination or other similar
transaction during any such measuring period.

     (c) Mechanics of Conversion.

     (i) Optional  Conversion.  To convert any Conversion  Amount into shares of
Common  Stock  on any date (a  "CONVERSION  DATE"),  the  Holder  shall  deliver
(whether via facsimile or otherwise), for receipt on or prior to 11:59 p.m., New
York time, on such date, a copy of an executed  notice of conversion in the form
attached  hereto as  Exhibit I (the  "CONVERSION  NOTICE")  to the  Company.  If
required  by  Section  3(c)(iii),  the  Holder  shall  surrender  this Note to a
nationally recognized overnight delivery service for delivery to the Company (or
an  indemnification  undertaking  with  respect  to this Note in the case of its
loss,  theft or destruction as contemplated by Section 17(b)).  On or before the
first (1st) Trading Day  following  the date of receipt of a Conversion  Notice,
the Company shall transmit by facsimile an  acknowledgment  of confirmation,  in
the form attached hereto as Exhibit II, of receipt of such Conversion  Notice to
the Holder and the  Company's  transfer  agent  (the  "TRANSFER  AGENT") . On or
before  the  second  (2nd)  Trading  Day  following  the  date of  receipt  of a
Conversion  Notice,  the Company shall (1) provided  that the Transfer  Agent is
participating  in  The  Depository   Trust  Company's   ("DTC")  Fast  Automated
Securities  Transfer  Program,  credit such aggregate number of shares of Common
Stock to which the Holder  shall be entitled to the  Holder's or its  designee's
balance account with DTC through its  Deposit/Withdrawal  at Custodian system or
(2) if the  Transfer  Agent  is not  participating  in the  DTC  Fast  Automated
Securities Transfer Program, issue and deliver (via reputable overnight courier)
to the address as specified in the Conversion Notice, a certificate,  registered
in the name of the  Holder or its  designee,  for the number of shares of Common
Stock  to which  the  Holder  shall  be  entitled.  If this  Note is  physically
surrendered for conversion as required by Section  3(c)(iii) and the outstanding
Principal of this Note is greater than the Principal  portion of the  Conversion
Amount being converted,  then the Company shall as soon as practicable and in no

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event later than four (4) Trading Days after receipt of this Note and at its own
expense,  issue and  deliver  to the  Holder  (or its  designee)  a new Note (in
accordance  with Section  17(d))  representing  the  outstanding  Principal  not
converted.  The Person or Persons entitled to receive the shares of Common Stock
issuable upon a conversion of this Note shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on the Conversion Date.

     (ii) Company's  Failure to Timely  Convert.  If the Company shall fail, for
any reason or for no reason, to issue to the Holder within four (4) Trading Days
after the  Company's  receipt of a Conversion  Notice  (whether via facsimile or
otherwise)  (the "SHARE  DELIVERY  DEADLINE"),  a certificate  for the number of
shares of Common Stock to which the Holder is entitled and register  such shares
of Common Stock on the Company's share register or to credit the Holder's or its
designee's balance account with DTC for such number of shares of Common Stock to
which the Holder is entitled  upon the  Holder's  conversion  of any  Conversion
Amount (as the case may be) (a  "CONVERSION  FAILURE")  then, in addition to all
other remedies available to the Holder, (1) the Company shall pay in cash to the
Holder on each day after such Share Delivery  Deadline that the issuance of such
shares of  Common  Stock is not  timely  effected  an amount  equal to 2% of the
product of (A) the sum of the number of shares of Common Stock not issued to the
Holder on a timely basis and to which the Holder is entitled  multiplied  by (B)
the  Closing  Sale  Price of the Common  Stock on the  Trading  Day  immediately
preceding the last possible date which the Company could have issued such shares
of Common  Stock to the Holder  without  violating  Section  3(c)(i) and (2) the
Holder, upon written notice to the Company,  may void its Conversion Notice with
respect to, and retain or have returned (as the case may be) any portion of this
Note that has not been converted  pursuant to such Conversion  Notice,  provided
that  the  voiding  of a  Conversion  Notice  shall  not  affect  the  Company's
obligations  to make any payments  which have accrued  prior to the date of such
notice  pursuant  to this  Section  3(c)(ii)  or  otherwise.  In addition to the
foregoing, if on or prior to the Share Delivery Deadline, the Company shall fail
to issue and deliver a  certificate  to the Holder and  register  such shares of
Common  Stock on the  Company's  share  register  or credit the  Holder's or its
designee's  balance account with DTC for the number of shares of Common Stock to
which the Holder is entitled upon the Holder's conversion hereunder (as the case
may be), and if on or after such Share  Delivery  Deadline the Holder  purchases
(in an open market  transaction or otherwise)  shares of Common Stock to deliver
in  satisfaction  of a sale by the Holder of all or any portion of the number of
shares of Common Stock, or a sale of a number of shares of Common Stock equal to
all or any portion of the number of shares of Common  Stock,  issuable upon such
conversion that the Holder so anticipated  receiving from the Company,  then, in
addition  to all other  remedies  available  to the Holder,  the Company  shall,
within three (3) Business Days after receipt of the Holder's  request and in the
Holder's  discretion,  either:  (I) pay cash to the Holder in an amount equal to
the Holder's total purchase price  (including  brokerage  commissions  and other
out-of-pocket  expenses,  if any) for the  shares of Common  Stock so  purchased
(including, without limitation, by any other Person in respect, or on behalf, of
the Holder) (the "BUY-IN PRICE"), at which point the Company's  obligation to so
issue and deliver such  certificate or credit the Holder's  balance account with

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DTC for the  number of shares of Common  Stock to which the  Holder is  entitled
upon the Holder's  conversion  hereunder (as the case may be) (and to issue such
shares of Common Stock) shall  terminate,  or (II) promptly honor its obligation
to so issue and deliver to the Holder a certificate or certificates representing
such shares of Common Stock or credit the Holder's  balance account with DTC for
the number of shares of Common  Stock to which the Holder is  entitled  upon the
Holder's conversion hereunder (as the case may be) and pay cash to the Holder in
an amount  equal to the excess (if any) of the Buy-In  Price over the product of
(x) such number of shares of Common Stock  multiplied by (y) the lowest  Closing
Sale Price of the Common  Stock on any Trading Day during the period  commencing
on the date of the applicable  Conversion  Notice and ending on the date of such
issuance and payment under this clause (II).

     (iii)  Book-Entry.  Notwithstanding  anything to the  contrary set forth in
this Section 3,  following  conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically  surrender
this Note to the Company unless (A) the full  Conversion  Amount  represented by
this Note is being converted (in which event this Note shall be delivered to the
Company following  conversion thereof as contemplated by Section 3(c)(i)) or (B)
the Holder has provided the Company with prior written  notice (which notice may
be included in a  Conversion  Notice)  requesting  reissuance  of this Note upon
physical  surrender  of this Note.  The Holder and the  Company  shall  maintain
records showing the Principal,  Interest and Late Charges  converted and/or paid
and/or  adjusted (as the case may be) and the dates of such  conversions  and/or
payments and/or adjustments (as the case may be) or shall use such other method,
reasonably  satisfactory  to the  Holder and the  Company,  so as not to require
physical surrender of this Note upon conversion.

     (iv) Pro Rata  Conversion;  Disputes.  In the event of a dispute  as to the
number of shares of Common  Stock  issuable to the Holder in  connection  with a
conversion  of this Note,  the  Company  shall issue to the Holder the number of
shares of Common  Stock not in dispute and resolve  such  dispute in  accordance
with Section 22.

     (d)  Limitations on Conversions.  Notwithstanding  anything to the contrary
contained in this Note, this Note shall not be convertible by the Holder hereof,
and the Company shall not effect any conversion of this Note or otherwise  issue
any shares of Common  Stock  pursuant  hereto,  to the  extent  (but only to the
extent)  that after giving  effect to such  conversion  or other share  issuance
hereunder the Holder  (together with its affiliates)  would  beneficially own in
excess of 4.99% (the "MAXIMUM  PERCENTAGE")  of the Common Stock.  To the extent
the above limitation  applies,  the  determination of whether this Note shall be
convertible (vis-a-vis other convertible, exercisable or exchangeable securities
owned by the Holder or any of its affiliates) and of which such securities shall
be convertible,  exercisable or exchangeable (as among all such securities owned
by the Holder and its  affiliates)  shall,  subject to such  Maximum  Percentage
limitation,  be determined  on the basis of the first  submission to the Company
for conversion, exercise or exchange (as the case may be). No prior inability to
convert  this  Note,  or to issue  shares  of  Common  Stock,  pursuant  to this
paragraph shall have any effect on the  applicability  of the provisions of this
paragraph with respect to any subsequent  determination of  convertibility.  For

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purposes of this  paragraph,  beneficial  ownership and all  determinations  and
calculations  (including,  without  limitation,  with respect to calculations of
percentage  ownership)  shall be determined in accordance  with Section 13(d) of
the 1934 Act (as defined in the Securities Purchase Agreement) and the rules and
regulations  promulgated  thereunder.  The provisions of this paragraph shall be
implemented in a manner  otherwise than in strict  conformity  with the terms of
this  paragraph to correct this  paragraph (or any portion  hereof) which may be
defective  or  inconsistent  with the  intended  Maximum  Percentage  beneficial
ownership  limitation  herein  contained  or  to  make  changes  or  supplements
necessary  or  desirable  to  properly  give effect to such  Maximum  Percentage
limitation.  The  limitations  contained  in this  paragraph  shall  apply  to a
successor  Holder of this Note. The holders of Common Stock shall be third party
beneficiaries  of this  paragraph  and the Company may not waive this  paragraph
without the consent of holders of a majority of its Common Stock. For any reason
at any time,  upon the written or oral request of the Holder,  the Company shall
within  one (1)  Business  Day  confirm  orally and in writing to the Holder the
number of shares of Common  Stock then  outstanding,  including by virtue of any
prior  conversion or exercise of  convertible  or  exercisable  securities  into
Common Stock, including, without limitation, pursuant to this Note or securities
issued  pursuant  to the  Securities  Purchase  Agreement.  The  Company  or its
transfer  agent shall  advise the Holder  within 24 hours to the extent that any
issuance of Common Stock hereunder, after giving effect thereto, would result in
the Holder (together with its affiliates) beneficially owning in excess of 4.99%
of the Common Stock.

     4. RIGHTS UPON EVENT OF DEFAULT.

     (a) Event of Default.  Each of the  following  events shall  constitute  an
"EVENT OF DEFAULT":

     (i) the  suspension  from  trading or the failure of the Common Stock to be
trading or listed (as applicable) on an Eligible Market for a period of ten (10)
consecutive  days or for more  than an  aggregate  of  thirty  (30)  days in any
365-day period;

     (ii) the  Company's  or any  Subsidiary's  (as  defined  in the  Securities
Purchase  Agreement)  failure  to pay to the  Holder  any  amount of  Principal,
Interest,  Late  Charges  or other  amounts  when  and as due  under  this  Note
(including, without limitation, the Company's or any Subsidiary's failure to pay
any redemption payments or amounts hereunder) or any other Transaction  Document
(as  defined  in the  Securities  Purchase  Agreement)  or any other  agreement,
document,  certificate  or other  instrument  delivered in  connection  with the
transactions  contemplated hereby and thereby,  except, in the case of a failure
to pay  Interest  and Late  Charges  when and as due, in which case only if such
failure remains uncured for a period of at least five (5) days;

     (iii) the  occurrence of any default under,  redemption of or  acceleration
prior to  maturity  of an  aggregate  of any  Indebtedness  (as  defined  in the
Securities Purchase Agreement) of the Company or any of its Subsidiaries;

     (iv) bankruptcy,  insolvency,  reorganization or liquidation proceedings or
other  proceedings  for the relief of debtors  shall be instituted by or against

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the  Company or any  Subsidiary  and, if  instituted  against the Company or any
Subsidiary  by a third party,  shall not be dismissed  within sixty (60) days of
their initiation;

     (v) the  commencement  by the Company or any Subsidiary of a voluntary case
or  proceeding  under  any  applicable  federal,  state or  foreign  bankruptcy,
insolvency,  reorganization  or  other  similar  law or of  any  other  case  or
proceeding to be  adjudicated  a bankrupt or insolvent,  or the consent by it to
the entry of a decree,  order,  judgment or other similar document in respect of
the Company or any  Subsidiary in an  involuntary  case or proceeding  under any
applicable federal, state or foreign bankruptcy,  insolvency,  reorganization or
other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding  against  it, or the filing by it of a petition  or answer or consent
seeking  reorganization or relief under any applicable federal, state or foreign
law, or the consent by it to the filing of such  petition or to the  appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator  or other similar  official of the Company or any  Subsidiary or of
any substantial  part of its property,  or the making by it of an assignment for
the benefit of creditors,  or the execution of a  composition  of debts,  or the
occurrence of any other similar  federal,  state or foreign  proceeding,  or the
admission by it in writing of its  inability to pay its debts  generally as they
become due, the taking of corporate  action by the Company or any  Subsidiary in
furtherance  of any such  action or the  taking of any  action by any  Person to
commence a Uniform  Commercial Code foreclosure sale or any other similar action
under federal, state or foreign law;

     (vi) the entry by a court of (i) a decree, order, judgment or other similar
document  in  respect  of  the  Company  or any  Subsidiary  of a  voluntary  or
involuntary  case or proceeding under any applicable  federal,  state or foreign
bankruptcy,  insolvency,  reorganization  or other similar law or (ii) a decree,
order,  judgment  or  other  similar  document  adjudging  the  Company  or  any
Subsidiary as bankrupt or insolvent,  or approving as properly  filed a petition
seeking liquidation,  reorganization,  arrangement, adjustment or composition of
or in respect of the Company or any  Subsidiary  under any  applicable  federal,
state or  foreign  law or  (iii) a  decree,  order,  judgment  or other  similar
document  appointing  a  custodian,  receiver,  liquidator,  assignee,  trustee,
sequestrator  or other similar  official of the Company or any  Subsidiary or of
any substantial part of its property,  or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other
similar  document or any such other  decree,  order,  judgment or other  similar
document unstayed and in effect for a period of thirty (30) consecutive days;

     (vii) a final judgment or judgments for the payment of money aggregating in
excess  of  $100,000  are  rendered  against  the  Company  and/or  any  of  its
Subsidiaries  and which  judgments  are not,  within  thirty (30) days after the
entry  thereof,  bonded,  discharged  or  stayed  pending  appeal,  or  are  not
discharged  within sixty (60) days after the expiration of such stay;  provided,
however,  any judgment  which is covered by  insurance  or an  indemnity  from a
credit worthy party shall not be included in calculating the $100,000 amount set
forth above so long as the Company provides the Holder a written  statement from

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such insurer or indemnity  provider (which written statement shall be reasonably
satisfactory  to the  Holder) to the  effect  that such  judgment  is covered by
insurance or an indemnity  and the Company or such  Subsidiary  (as the case may
be) will receive the proceeds of such insurance or indemnity  within thirty (30)
days of the issuance of such judgment;

     (viii) the Company and/or any Subsidiary, individually or in the aggregate,
either (i) fails to pay, when due, or within any  applicable  grace period,  any
payment with respect to any  Indebtedness in excess of $100,000 due to any third
party  (other  than,  with  respect to  unsecured  Indebtedness  only,  payments
contested  by the Company  and/or such  Subsidiary  (as the case may be) in good
faith by proper  proceedings  and with respect to which  adequate  reserves have
been set aside for the payment  thereof in accordance with GAAP) or is otherwise
in breach or violation of any agreement for monies owed or owing in an amount in
excess of $100,000, which breach or violation permits the other party thereto to
declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer
to exist any other circumstance or event that would, with or without the passage
of time or the giving of notice,  result in a default or event of default  under
any agreement  binding the Company or any Subsidiary,  which default or event of
default  would or is likely to have a material  adverse  effect on the business,
assets,  operations  (including  results  thereof),   liabilities,   properties,
condition  (including financial condition) or prospects of the Company or any of
its Subsidiaries, individually or in the aggregate;

     (ix) other than as specifically set forth in another clause of this Section
4(a),  the Company or any  Subsidiary  breaches  any  representation,  warranty,
covenant or other term or condition of any Transaction Document,  except, in the
case of a breach of a covenant or other term or condition that is curable,  only
if such breach  remains  uncured for a period of three (3)  consecutive  Trading
Days;

     (x) any Event of  Default  (as  defined  in the Other  Notes)  occurs  with
respect to any Other Notes;

     (xi) any Material  Adverse  Effect (as defined in the  Securities  Purchase
Agreement) occurs; or

     (xii) any Change of Control occurs.

     (b) Notice of an Event of Default; Redemption Right. Upon the occurrence of
an Event of Default with respect to this Note,  the Company shall within one (1)
Business Day deliver written notice thereof via facsimile and overnight  courier
(with next day delivery specified) (an "EVENT OF DEFAULT NOTICE") to the Holder.
At any time  after the  earlier of the  Holder's  receipt of an Event of Default
Notice  and the Holder  becoming  aware of an Event of  Default,  the Holder may
require the Company to redeem,  at any time during the period  commencing on the
date the  Holder  first  becomes  aware of such  Event of  Default  through  and
including the  twentieth  Trading Day after the later of (x) the date the Holder
receives the applicable Event of Default Notice with respect thereto and (y) the
date such Event of Default  has been  cured,  all or any portion of this Note by
delivering written notice thereof (the "EVENT OF DEFAULT REDEMPTION  NOTICE") to

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the Company, which Event of Default Redemption Notice shall indicate the portion
of this Note the Holder is electing to redeem. Each portion of this Note subject
to redemption by the Company  pursuant to this Section 4(b) shall be redeemed by
the  Company  at a price  equal to the  greater  of (i) the  product  of (A) the
Conversion  Amount to be redeemed  multiplied by (B) the Redemption  Premium and
(ii) the  product of (X) the  Conversion  Rate with  respect  to the  Conversion
Amount  in  effect  at such  time as the  Holder  delivers  an Event of  Default
Redemption  Notice  multiplied by (Y) the product of (1) the Redemption  Premium
multiplied  by (2) the  greatest  Closing  Sale Price of the Common Stock on any
Trading Day during the period commencing on the date immediately  preceding such
Event of Default  and ending on the date the  Company  makes the entire  payment
required to be made under this  Section  4(b) (the "EVENT OF DEFAULT  REDEMPTION
PRICE").  Redemptions  required by this Section 4(b) shall be made in accordance
with the  provisions of Section 10. To the extent  redemptions  required by this
Section 4(b) are deemed or determined by a court of competent jurisdiction to be
prepayments of this Note by the Company,  such redemptions shall be deemed to be
voluntary prepayments.  Notwithstanding anything to the contrary in this Section
4, but  subject to Section  3(d),  until the Event of Default  Redemption  Price
(together with any Late Charges thereon) is paid in full, the Conversion  Amount
submitted for redemption under this Section 4(b) (together with any Late Charges
thereon) may be converted,  in whole or in part, by the Holder into Common Stock
pursuant to the terms of this Note. In the event of the Company's  redemption of
any portion of this Note under this Section 4(b), the Holder's  damages would be
uncertain and difficult to estimate because of the parties' inability to predict
future  interest  rates and the  uncertainty of the  availability  of a suitable
substitute investment  opportunity for the Holder.  Accordingly,  any redemption
premium due under this  Section 4(b) is intended by the parties to be, and shall
be deemed,  a reasonable  estimate of the Holder's actual loss of its investment
opportunity and not as a penalty.

     5. RIGHTS UPON FUNDAMENTAL TRANSACTION; OTHER CORPORATE EVENTS.

     (a)  Assumption.  The  Company  shall  not  enter  into  or be  party  to a
Fundamental  Transaction  unless (i) the Successor Entity assumes in writing all
of the  obligations  of the  Company  under this Note and the other  Transaction
Documents in  accordance  with the  provisions  of this Section 5(a) pursuant to
written agreements in form and substance satisfactory to the Holder and approved
by the Holder prior to such  Fundamental  Transaction,  including  agreements to
deliver to each  holder of Notes in  exchange  for such Notes a security  of the
Successor Entity evidenced by a written instrument substantially similar in form
and substance to the Notes,  including,  without limitation,  having a principal
amount and interest rate equal to the principal amounts then outstanding and the
interest  rates of the Notes  held by such  holder,  having  similar  conversion
rights as the Notes and having similar ranking to the Notes, and satisfactory to
the Holder and (ii) the  Successor  Entity  (including  its Parent  Entity) is a
publicly  traded  corporation  whose  common  stock is quoted  on or listed  for
trading  on  an  Eligible  Market.   Upon  the  occurrence  of  any  Fundamental
Transaction,  the Successor  Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction,  the provisions of
this Note and the other Transaction  Documents  referring to the "Company" shall
refer instead to the Successor  Entity),  and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this
Note  and the  other  Transaction  Documents  with the  same  effect  as if such
Successor  Entity had been named as the Company herein.  Upon  consummation of a

                                       9
<PAGE>
Fundamental  Transaction,  the  Successor  Entity  shall  deliver  to the Holder
confirmation  that there shall be issued upon  conversion  or redemption of this
Note at any time after the consummation of such Fundamental Transaction, in lieu
of the shares of the Company's Common Stock (or other  securities,  cash, assets
or other  property  (except such items still  issuable  under  Section 14, which
shall  continue to be receivable  thereafter)  issuable  upon the  conversion or
redemption of the Notes prior to such  Fundamental  Transaction,  such shares of
the publicly traded common stock (or their  equivalent) of the Successor  Entity
(including  its Parent  Entity)  which the Holder  would have been  entitled  to
receive upon the happening of such  Fundamental  Transaction  had this Note been
converted  immediately prior to such Fundamental  Transaction (without regard to
any  limitations on the conversion of this Note), as adjusted in accordance with
the  provisions  of this Note.  Notwithstanding  the  foregoing,  the Holder may
elect, at its sole option, by delivery of written notice to the Company to waive
this Section 5(a) to permit the Fundamental  Transaction  without the assumption
of this Note.

     (b) Other Corporate  Events. In addition to and not in substitution for any
other rights hereunder, prior to the consummation of any Fundamental Transaction
pursuant  to which  holders of shares of Common  Stock are  entitled  to receive
securities  or other  assets with respect to or in exchange for shares of Common
Stock (a "CORPORATE  EVENT"),  the Company shall make  appropriate  provision to
insure  that the  Holder  will  thereafter  have the  right  to  receive  upon a
conversion of this Note (i) in addition to the shares of Common Stock receivable
upon such conversion,  such securities or other assets to which the Holder would
have been  entitled  with respect to such shares of Common Stock had such shares
of Common Stock been held by the Holder upon the  consummation of such Corporate
Event  (without  taking into  account any  limitations  or  restrictions  on the
convertibility  of this  Note) or (ii) in lieu of the  shares  of  Common  Stock
otherwise  receivable  upon such  conversion,  such  securities  or other assets
received  by the  holders  of  shares  of Common  Stock in  connection  with the
consummation  of such  Corporate  Event in such amounts as the Holder would have
been  entitled to receive had this Note  initially  been issued with  conversion
rights for the form of such consideration (as opposed to shares of Common Stock)
at a conversion  rate for such  consideration  commensurate  with the Conversion
Rate.  Provision made pursuant to the preceding  sentence shall be in a form and
substance satisfactory to the Holder.

     (c) The  provisions of this Section 5 shall apply  similarly and equally to
successive  Fundamental  Transactions  and Corporate Events and shall be applied
without regard to any limitations on the conversion of this Note.

     6. [Intentionally Omitted]

     7.  NONCIRCUMVENTION.  The  Company  hereby  covenants  and agrees that the
Company will not, by amendment of its Certificate of  Incorporation  (as defined
in the  Securities  Purchase  Agreement),  Bylaws (as defined in the  Securities
Purchase  Agreement)  or  through  any   reorganization,   transfer  of  assets,
consolidation,  merger,  scheme of  arrangement,  dissolution,  issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance
or  performance  of any of the terms of this Note, and will at all times in good
faith carry out all of the provisions of this Note and take all action as may be
required to protect the rights of the Holder of this Note.  Without limiting the
generality of the foregoing, the Company (i) shall not increase the par value of
any shares of Common Stock  receivable  upon  conversion  of this Note above the

                                       10
<PAGE>
Conversion  Price  then in effect,  (ii)  shall take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable  shares of Common Stock upon the conversion of this
Note,  and (iii) shall,  so long as any of the Notes are  outstanding,  take all
action  necessary  to  reserve  and keep  available  out of its  authorized  and
unissued  shares of Common  Stock,  solely  for the  purpose  of  effecting  the
conversion of the Notes,  the maximum  number of shares of Common Stock as shall
from  time to time be  necessary  to effect  the  conversion  of the Notes  then
outstanding (without regard to any limitations on conversion).

     8. RESERVATION OF AUTHORIZED SHARES.

     (a) Reservation.  So long as any of the Notes are outstanding,  the Company
shall  take all  action  necessary  to  reserve  and keep  available  out of its
authorized  and unissued  Common Stock,  solely for the purpose of effecting the
conversion of the Notes,  a number of shares of Common Stock,  as of any date of
determination, for each of the Notes in accordance with the following formula:

          P
      -------- x  3 = Share Reserve

       (T x B)

     P = The  aggregate  Purchase  Price (as  defined  the  Securities  Purchase
     Agreement) of the Notes issued on or prior to such date of determination;

     T = The  applicable  Variable  Conversion  Base  Price  as of such  date of
     determination;

     B = 0.85;

provided,  that,  the Share  Reserve  shall in no event be less than 150% of the
number  of shares of Common  Stock as shall  from time to time be  necessary  to
effect the conversion of all of the Notes then  outstanding  (without  regard to
any limitations on conversions) (the "REQUIRED RESERVE AMOUNT").

     (b) Insufficient  Authorized Shares. If, notwithstanding  Section 8(a), and
not in limitation thereof, at any time while any of the Notes remain outstanding
the Company  does not have a  sufficient  number of  authorized  and  unreserved
shares of Common Stock to satisfy its  obligation  to reserve for issuance  upon
conversion of the Notes at least a number of shares of Common Stock equal to the
Required Reserve Amount (an "AUTHORIZED SHARE FAILURE"),  then the Company shall
immediately  take all action  necessary  to increase  the  Company's  authorized
shares of Common Stock to an amount  sufficient  to allow the Company to reserve
the Required Reserve Amount for the Notes then outstanding. Without limiting the
generality of the foregoing  sentence,  as soon as practicable after the date of
the occurrence of an Authorized Share Failure,  but in no event later than sixty
(60) days after the occurrence of such  Authorized  Share  Failure,  the Company
shall hold a meeting of its  stockholders for the approval of an increase in the
number of authorized  shares of Common Stock.  In connection  with such meeting,
the Company shall provide each  stockholder with a proxy statement and shall use

                                       11
<PAGE>
its best  efforts to solicit  its  stockholders'  approval  of such  increase in
authorized  shares of  Common  Stock  and to cause  its  board of  directors  to
recommend to the stockholders that they approve such proposal. In the event that
the  Company  is  prohibited  from  issuing  shares  of  Common  Stock  upon any
conversion due to the failure by the Company to have sufficient shares of Common
Stock  available out of the authorized but unissued shares of Common Stock (such
unavailable  number  of  shares  of Common  Stock,  the  "AUTHORIZATION  FAILURE
SHARES"), in lieu of delivering such Authorization Failure Shares to the Holder,
the Company shall pay cash in exchange for the redemption of such portion of the
Conversion  Amount  convertible  into such Authorized  Failure Shares at a price
equal to the sum of (i) the product of (x) such number of Authorization  Failure
Shares  and (y) the  greatest  Closing  Sale  Price of the  Common  Stock on any
Trading Day during the period  commencing  on the date the Holder  delivers  the
applicable  Conversion Notice with respect to such Authorization  Failure Shares
to the Company and ending on the date of such  issuance  and payment  under this
Section  8(b) and (ii) to the  extent the Holder  purchases  (in an open  market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of Authorization  Failure Shares,  any brokerage  commissions
and other out-of-pocket  expenses,  if any, of the Holder incurred in connection
therewith.  Nothing  contained  in Section 8(a) or this Section 8(b) shall limit
any  obligations of the Company under any provision of the  Securities  Purchase
Agreement.

     9. Company  Optional  Redemption.  At any time after the Issuance Date, the
Company  shall  have the right to  redeem  all,  but not less  than all,  of the
Conversion  Amount  then  remaining  under  this  Note  (the  "COMPANY  OPTIONAL
REDEMPTION  AMOUNT") on the Company Optional  Redemption Date (as defined below)
(a  "COMPANY  OPTIONAL  Redemption").  The  portion  of  this  Note  subject  to
redemption  pursuant to this  Section 9 shall be redeemed by the Company in cash
at a price  (the  "COMPANY  OPTIONAL  REDEMPTION  PRICE")  equal  to 140% of the
Conversion  Amount of this Note then  outstanding.  The Company may exercise its
right to require  redemption  under this Section 9 by delivering an  irrevocable
written  notice  thereof by facsimile and  overnight  courier to the Holder (the
"COMPANY  OPTIONAL  REDEMPTION  NOTICE"  and the date the Holder  receives  such
notice is referred to as the "COMPANY  OPTIONAL  REDEMPTION  NOTICE DATE").  The
Company may deliver only one Company  Optional  Redemption  Notice in any ninety
(90) day period. The Company Optional Redemption Notice shall (x) state the date
on which the Company  Optional  Redemption  shall occur (the  "COMPANY  OPTIONAL
REDEMPTION DATE") which date shall not be less than sixty (60) calendar days nor
more than ninety (90) calendar days  following the Company  Optional  Redemption
Notice Date, and (y) state the aggregate Conversion Amount of the Notes which is
being redeemed in such Company  Optional  Redemption from the Holder pursuant to
this Section 9 on the Company Optional Redemption Date. Notwithstanding anything
herein  to the  contrary,  at any time  prior to the date the  Company  Optional
Redemption Price is paid, in full, the Company Optional Redemption Amount may be
converted,  in whole or in part,  by the  Holder  into  shares of  Common  Stock
pursuant to Section 3. All Conversion  Amounts converted by the Holder after the
Company  Optional  Redemption  Notice  Date shall  reduce the  Company  Optional
Redemption  Amount of this Note required to be redeemed on the Company  Optional
Redemption  Date.  Redemptions  made pursuant to this Section 9 shall be made in
accordance with Section 10.

                                       12
<PAGE>
     10. REDEMPTIONS.

     (a) Mechanics.  The Company shall deliver the  applicable  Event of Default
Redemption  Price to the Holder in cash within five (5) Business  Days after the
Company's  receipt of the  Holder's  Event of  Default  Redemption  Notice.  The
Company shall deliver the applicable  Company  Optional  Redemption Price to the
Holder in cash on the applicable Company Optional  Redemption Date. In the event
of a  redemption  of less than all of the  Conversion  Amount of this Note,  the
Company shall promptly cause to be issued and delivered to the Holder a new Note
(in accordance with Section 17(d)) representing the outstanding  Principal which
has not been  redeemed.  The Holder's  delivery of a notice voiding a Redemption
Notice and  exercise of its rights  following  such notice  shall not affect the
Company's  obligations  to make any payments of Late Charges  which have accrued
prior to the date of such notice with respect to the  Conversion  Amount subject
to such notice.

     11. VOTING RIGHTS.  The Holder shall have no voting rights as the holder of
this Note, except as required by law (including,  without limitation, Chapter 78
of the Nevada Revised Statutes) and as expressly provided in this Note.

     12. NOTE REDUCTIONS.

     (a) Filing Date Reduction.  As of the Trading Day immediately following the
Filing Deadline (as such term is defined in the Registration  Rights Agreement),
if (i) the Company has properly filed a  registration  statement with the SEC on
or prior to the Filing Deadline  covering the resale by the Holder of all of the
shares of  Common  Stock  issued or  issuable  upon  conversion  of this Note or
otherwise pursuant to the terms of this Note in accordance with the 1933 Act and
the Registration  Rights Agreement and (ii) no Event of Default or an event that
with the  passage  of time or  giving  of notice  would  constitute  an Event of
Default has occurred on or prior to such date,  then $60,000 of the  outstanding
Principal  hereunder (together with any accrued and unpaid Interest with respect
to such portion of the Principal amount and accrued and unpaid Late Charges with
respect  to  such  portion  of  such  Principal  and  such  Interest)  shall  be
automatically  extinguished  and shall no longer  remain  outstanding  hereunder
without any payment thereof by the Company.

     (b) Effective Date Reduction.  As of the Trading Day immediately  following
the Effectiveness  Deadline (as such term is defined in the Registration  Rights
Agreement),  if (i) the Company has filed a registration  statement with the SEC
that has been  declared  effective  by the SEC on or prior to the  Effectiveness
Deadline and the prospectus contained therein is available for use by the Holder
for the  resale by the  Holder of all of the  shares of Common  Stock  issued or
issuable upon conversion of this Note or otherwise pursuant to the terms of this
Note and (ii) no Event of Default  or an event that with the  passage of time or
giving of notice would  constitute  an Event of Default has occurred on or prior
to such date, then $100,000 of the  outstanding  Principal  hereunder  (together
with any  accrued  and  unpaid  Interest  with  respect  to such  portion of the
Principal  amount and  accrued  and unpaid  Late  Charges  with  respect to such
portion of such Principal and such Interest) shall be automatically extinguished
and shall no longer remain outstanding  hereunder without any payment thereof by
the Company.

                                       13
<PAGE>
     (c) Disputes. In the event of a dispute as to the arithmetic calculation of
any Note  Reduction,  the Company and the Holder  shall  resolve such dispute in
accordance with Section 22.

     13.  COVENANTS.  Until all of the Notes have been  converted,  redeemed  or
otherwise satisfied in accordance with their terms:

     (a) Rank.  All  payments due under this Note (i) shall rank PARI PASSU with
all Other  Notes and (ii)  shall be  senior  to all  other  Indebtedness  of the
Company and its Subsidiaries.

     (b)  Incurrence  of  Indebtedness.  The Company  shall not, and the Company
shall cause each of its  Subsidiaries to not,  directly or indirectly,  incur or
guarantee,  assume  or  suffer to exist  any  Indebtedness  (other  than (i) the
Indebtedness evidenced by this Note and the Other Notes and (ii) other Permitted
Indebtedness.

     (c) Existence of Liens.  The Company shall not, and the Company shall cause
each of its  Subsidiaries  to not,  directly or  indirectly,  allow or suffer to
exist any mortgage, lien, pledge, charge, security interest or other encumbrance
upon or in any property or assets (including accounts and contract rights) owned
by the Company or any of its  Subsidiaries  (collectively,  "LIENS")  other than
Permitted Liens.

     (d) Restricted Payments. The Company shall not, and the Company shall cause
each of its  Subsidiaries  to not,  directly  or  indirectly,  redeem,  defease,
repurchase,  repay or make any payments in respect of, by the payment of cash or
cash equivalents (in whole or in part,  whether by way of open market purchases,
tender offers,  private  transactions  or otherwise),  all or any portion of any
Indebtedness,  whether by way of payment in respect of principal of (or premium,
if any) or interest on, such  Indebtedness if at the time such payment is due or
is  otherwise  made  or,  after  giving  effect  to such  payment,  (i) an event
constituting an Event of Default has occurred and is continuing or (ii) an event
that with the passage of time and without being cured would  constitute an Event
of Default has occurred and is continuing.

     (e) Restricted  Issuances.  The Company shall not,  directly or indirectly,
without the prior  written  consent of the  holders of a majority  in  aggregate
principal amount of the Notes then outstanding,  (i) issue any Notes (other than
as  contemplated  by the  Securities  Purchase  Agreement and the Notes) or (ii)
issue any other securities that would cause a breach or default under the Notes.

     (f)  Restriction on Redemption and Cash  Dividends.  The Company shall not,
and the  Company  shall  cause  each of its  Subsidiaries  to not,  directly  or
indirectly,   redeem,  repurchase  or  declare  or  pay  any  cash  dividend  or
distribution on any of its capital stock.

     (g)  Restriction  on Transfer of Assets.  The  Company  shall not,  and the
Company shall cause each of its  Subsidiaries  to not,  directly or  indirectly,
sell, lease, license, assign, transfer,  spin-off,  split-off,  close, convey or
otherwise dispose of any assets or rights of the Company or any Subsidiary owned
or hereafter  acquired  whether in a single  transaction  or a series of related
transactions,  other than (i) sales, leases, licenses,  assignments,  transfers,

                                       14
<PAGE>
conveyances  and other  dispositions of such assets or rights by the Company and
its  Subsidiaries in the ordinary course of business and (ii) sales of inventory
in the ordinary course of business.

     (h) Maturity of Indebtedness.  The Company shall not, and the Company shall
cause  each of its  Subsidiaries  to not,  directly  or  indirectly,  permit any
Indebtedness  of the Company or any of the  Subsidiaries to mature or accelerate
prior to the Maturity Date.

     (i) Change in Nature of  Business.  The Company  shall not, and the Company
shall cause each of its Subsidiaries to not,  directly or indirectly,  engage in
any  material  line of  business  substantially  different  from those  lines of
business  conducted by the Company and each of its  Subsidiaries on the Issuance
Date or any business  substantially  related or incidental thereto.  The Company
shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, modify its or their corporate structure or purpose.

     (j)  Preservation  of  Existence,  Etc.  The  Company  shall  maintain  and
preserve,  and cause each of its  Subsidiaries  to maintain  and  preserve,  its
existence,  rights and privileges,  and become or remain,  and cause each of its
Subsidiaries  to become or remain,  duly  qualified and in good standing in each
jurisdiction  in which the character of the properties  owned or leased by it or
in which the transaction of its business makes such qualification necessary.

     (k)  Maintenance  of  Properties,  Etc.  The  Company  shall  maintain  and
preserve,  and cause each of its  Subsidiaries to maintain and preserve,  all of
its  properties  which are  necessary  or useful in the  proper  conduct  of its
business in good working order and  condition,  ordinary wear and tear excepted,
and comply,  and cause each of its Subsidiaries to comply, at all times with the
provisions  of all  leases to which it is a party as  lessee  or under  which it
occupies  property,  so  as  to  prevent  any  loss  or  forfeiture  thereof  or
thereunder.

     (l) Maintenance of Intellectual  Property. The Company will, and will cause
each of its  Subsidiaries to, take all action necessary or advisable to maintain
all  of the  Intellectual  Property  Rights  of the  Company  and/or  any of its
Subsidiaries  that are  necessary  or material to the conduct of its business in
full force and effect.

     (m) Maintenance of Insurance. The Company shall maintain, and cause each of
its Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations (including, without limitation,  comprehensive general
liability, hazard, rent and business interruption insurance) with respect to its
properties  (including all real properties  leased or owned by it) and business,
in such  amounts and  covering  such risks as is  required  by any  governmental
authority having jurisdiction with respect thereto or as is carried generally in
accordance  with sound  business  practice by  companies  in similar  businesses
similarly situated.

     (n)  Transactions  with  Affiliates.  The Company  shall not,  nor shall it
permit any of its Subsidiaries to, enter into,  renew,  extend or be a party to,
any  transaction  or  series  of  related   transactions   (including,   without
limitation,  the  purchase,  sale,  lease,  transfer  or exchange of property or
assets of any kind or the rendering of services of any kind) with any affiliate,
except  in the  ordinary  course  of  business  in a  manner  and  to an  extent
consistent  with past  practice  and  necessary  or  desirable  for the  prudent
operation of its business, for fair consideration and on terms no less favorable

                                       15
<PAGE>
to it or its Subsidiaries  than would be obtainable in a comparable arm's length
transaction with a Person that is not an affiliate thereof.

     14.  PARTICIPATION.  Upon any  conversion of this Note, the Holder shall be
entitled to receive such dividends paid and distributions made to the holders of
Common Stock from and after the initial  Issuance  Date to the same extent as if
the Holder had effected such conversion and had held such shares of Common Stock
(issued  or to be  issued  in such  conversion)  on the  record  date  for  such
dividends and distributions. Payments under the preceding sentence shall be made
on or prior to the  applicable  Share  Delivery  Deadline  with  respect to such
conversion.

     15.  AMENDING  THE TERMS OF THIS  NOTE.  The prior  written  consent of the
Holder shall be required for any change or amendment to this Note.

     16.  TRANSFER.  This  Note and any  shares  of  Common  Stock  issued  upon
conversion of this Note may be offered,  sold,  assigned or  transferred  by the
Holder  without the consent of the Company,  subject only to the  provisions  of
Section 4.4 of the Securities Purchase Agreement.

     17. REISSUANCE OF THIS NOTE.

     (a) Transfer. If this Note is to be transferred, the Holder shall surrender
this Note to the Company, whereupon the Company will forthwith issue and deliver
upon the order of the  Holder a new Note (in  accordance  with  Section  17(d)),
registered as the Holder may request,  representing  the  outstanding  Principal
being  transferred  by the  Holder  and,  if less  than the  entire  outstanding
Principal is being transferred, a new Note (in accordance with Section 17(d)) to
the Holder  representing the outstanding  Principal not being  transferred.  The
Holder and any assignee, by acceptance of this Note, acknowledge and agree that,
by reason  of the  provisions  of  Section  3(c)(iii)  following  conversion  or
redemption of any portion of this Note, the outstanding Principal represented by
this Note may be less than the Principal stated on the face of this Note.

     (b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of  this  Note  (as  to  which  a  written   certification  and  the
indemnification  contemplated below shall suffice as such evidence), and, in the
case of loss, theft or destruction,  of any  indemnification  undertaking by the
Holder to the  Company in  customary  and  reasonable  form and,  in the case of
mutilation,  upon  surrender and  cancellation  of this Note,  the Company shall
execute and deliver to the Holder a new Note (in accordance  with Section 17(d))
representing the outstanding Principal.

     (c)  Note   Exchangeable   for  Different   Denominations.   This  Note  is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company,  for a new Note or Notes (in  accordance  with Section 17(d) and in
principal  amounts  of at  least  $1,000)  representing  in  the  aggregate  the
outstanding  Principal of this Note,  and each such new Note will represent such
portion of such outstanding Principal as is designated by the Holder at the time
of such surrender.

                                       16
<PAGE>
     (d) Issuance of New Notes.  Whenever the Company is required to issue a new
Note  pursuant  to the  terms of this  Note,  such new Note (i) shall be of like
tenor with this Note, (ii) shall represent, as indicated on the face of such new
Note, the Principal  remaining  outstanding  (or in the case of a new Note being
issued pursuant to Section 17(a) or Section 17(c),  the Principal  designated by
the Holder which, when added to the principal represented by the other new Notes
issued in connection with such issuance, does not exceed the Principal remaining
outstanding  under this Note  immediately  prior to such issuance of new Notes),
(iii) shall have an issuance  date,  as  indicated on the face of such new Note,
which is the same as the  Issuance  Date of this Note,  (iv) shall have the same
rights and conditions as this Note, and (v) shall  represent  accrued and unpaid
Interest and Late Charges on the Principal  and Interest of this Note,  from the
Issuance Date.

     18. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
RELIEF.  The remedies  provided in this Note shall be cumulative and in addition
to all other remedies available under this Note and any of the other Transaction
Documents at law or in equity (including a decree of specific performance and/or
other injunctive  relief),  and nothing herein shall limit the Holder's right to
pursue actual and consequential damages for any failure by the Company to comply
with the terms of this Note.  The  Company  covenants  to the Holder  that there
shall be no characterization  concerning this instrument other than as expressly
provided  herein.  Amounts  set forth or  provided  for herein  with  respect to
payments,  conversion  and the like (and the  computation  thereof) shall be the
amounts to be received by the Holder and shall not, except as expressly provided
herein,  be subject to any other  obligation of the Company (or the  performance
thereof).  The  Company  acknowledges  that a  breach  by it of its  obligations
hereunder will cause  irreparable  harm to the Holder and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Holder shall be entitled,  in
addition to all other available remedies, to an injunction  restraining any such
breach or any such threatened breach,  without the necessity of showing economic
loss and without any bond or other  security being  required.  The Company shall
provide all information and documentation to the Holder that is requested by the
Holder to enable the Holder to confirm the Company's  compliance  with the terms
and conditions of this Note.

     19. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is
placed in the hands of an attorney for collection or enforcement or is collected
or enforced through any legal proceeding or the Holder otherwise takes action to
collect amounts due under this Note or to enforce the provisions of this Note or
(b) there occurs any bankruptcy, reorganization,  receivership of the Company or
other  proceedings  affecting  Company  creditors'  rights and involving a claim
under this Note, then the Company shall pay the costs incurred by the Holder for
such  collection,  enforcement or action or in connection with such  bankruptcy,
reorganization, receivership or other proceeding, including, without limitation,
attorneys' fees and disbursements. The Company expressly acknowledges and agrees
that no amounts due under this Note shall be affected,  or limited,  by the fact
that the purchase price paid for this Note was less than the original  Principal
amount hereof.

     20. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted
by the Company and the Holder and shall not be  construed  against any Person as
the drafter  hereof.  The headings of this Note are for convenience of reference

                                       17
<PAGE>
and shall not form part of, or affect the  interpretation  of, this Note.  Terms
used in this Note but defined in the other Transaction  Documents shall have the
meanings  ascribed  to such  terms on the  Initial  Closing  Date in such  other
Transaction Documents unless otherwise consented to in writing by the Holder.

     21.  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 privilege.  No waiver shall be effective unless it is
in writing and signed by an authorized representative of the waiving party.

     22. DISPUTE RESOLUTION. In the case of a dispute as to the determination of
the Conversion Price (including,  without  limitation,  any disputed  adjustment
thereto or any dispute as to whether any issuance or sale or deemed  issuance or
sale was an issuance or sale or deemed issuance or sale of Excluded Securities),
the Company  Conversion  Price, any Redemption Price, the Closing Bid Price, the
Closing Sale Price or fair market  value (as the case may be) or the  arithmetic
calculation  of the  Conversion  Rate,  any  Note  Reduction  or the  applicable
Redemption  Price (as the case may be),  the  Company or the Holder (as the case
may be) shall submit the disputed  determinations or arithmetic calculations (as
the case may be) via facsimile (i) within two (2) Business Days after receipt of
the  applicable  notice giving rise to such dispute to the Company or the Holder
(as the case may be) or (ii) if no notice gave rise to such dispute, at any time
after the Holder learned of the  circumstances  giving rise to such dispute.  If
the  Holder and the  Company  are  unable to agree  upon such  determination  or
calculation  within two (2)  Business  Days of such  disputed  determination  or
arithmetic  calculation  (as the case may be) being  submitted to the Company or
the Holder (as the case may be), then the Company shall, within two (2) Business
Days,  submit via facsimile  (a) the disputed  determination  of the  Conversion
Price,  the Company  Conversion  Price,  any Redemption  Price,  the Closing Bid
Price,  the Closing  Sale Price or fair market  value (as the case may be) to an
independent,  reputable  investment bank selected by the Company and approved by
the Holder or (b) the disputed  arithmetic  calculation of the Conversion  Rate,
any  Note  Reduction  or  any  Redemption  Price  (as  the  case  may  be) to an
independent,  outside  accountant  selected  by the  Holder  that is  reasonably
acceptable to the Company. The Company shall cause at its expense the investment
bank or the  accountant  (as the case may be) to perform the  determinations  or
calculations  (as the case may be) and notify the  Company and the Holder of the
results  no later than ten (10)  Business  Days from the time it  receives  such
disputed  determinations  or calculations  (as the case may be). Such investment
bank's or accountant's  determination  or calculation (as the case may be) shall
be binding upon all parties absent demonstrable error.

     23. NOTICES; CURRENCY; PAYMENTS.

     (a)  Notices.  Whenever  notice is  required  to be given  under this Note,
unless otherwise provided herein,  such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the
Holder with prompt  written  notice of all actions taken  pursuant to this Note,
including  in  reasonable  detail a  description  of such  action and the reason
therefore.  Without  limiting the generality of the foregoing,  the Company will
give written  notice to the Holder (i)  immediately  upon any  adjustment of the
Conversion  Price,  setting  forth in reasonable  detail,  and  certifying,  the

                                       18
<PAGE>
calculation of such  adjustment and (ii) at least fifteen (15) days prior to the
date on which the Company closes its books or takes a record (A) with respect to
any  dividend or  distribution  upon the Common  Stock,  (B) with respect to any
grant, issuances,  or sales of any Options,  Convertible Securities or rights to
purchase stock,  warrants,  securities or other property to holders of shares of
Common  Stock  or (C)  for  determining  rights  to  vote  with  respect  to any
Fundamental Transaction,  dissolution or liquidation, provided in each case that
such  information  shall be made known to the public prior to or in  conjunction
with such notice being provided to the Holder.

     (b)  Currency.  All dollar  amounts  referred to in this Note are in United
States Dollars ("U.S. DOLLARS"),  and all amounts owing under this Note shall be
paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall
be converted  into the U.S.  Dollar  equivalent  amount in  accordance  with the
Exchange Rate on the date of calculation.  "EXCHANGE RATE" means, in relation to
any amount of currency to be converted into U.S.  Dollars pursuant to this Note,
the U.S.  Dollar  exchange  rate as published in the Wall Street  Journal on the
relevant  date of  calculation  (it being  understood  and agreed  that where an
amount is calculated  with  reference to, or over, a period of time, the date of
calculation shall be the final date of such period of time).

     (c) Payments.  Whenever any payment of cash is to be made by the Company to
any Person pursuant to this Note,  unless otherwise  expressly set forth herein,
such payment  shall be made in lawful money of the United States of America by a
certified  check  drawn on the  account of the  Company  and sent via  overnight
courier  service to such Person at such  address as  previously  provided to the
Company in writing  (which  address,  in the case of each of the  Buyers,  shall
initially be as set forth on the Schedule of Buyers  attached to the  Securities
Purchase Agreement),  provided that the Holder may elect to receive a payment of
cash via wire transfer of immediately  available  funds by providing the Company
with prior  written  notice  setting  out such  request  and the  Holder's  wire
transfer  instructions.  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.  Any  amount  of
Principal or other amounts due under the Transaction Documents which is not paid
when due shall result in a late charge being incurred and payable by the Company
in an amount  equal to interest  on such amount at the rate of eighteen  percent
(18%) per annum from the date such amount was due until the same is paid in full
("LATE CHARGE").

     24. CANCELLATION.  After all Principal,  accrued Interest, Late Charges and
other  amounts  at any time owed on this Note have been paid in full,  this Note
shall automatically be deemed canceled,  shall be surrendered to the Company for
cancellation and shall not be reissued.

     25. WAIVER OF NOTICE.  To the extent  permitted by law, the Company  hereby
irrevocably waives demand,  notice,  presentment,  protest and all other demands
and notices in connection with the delivery, acceptance, performance, default or
enforcement of this Note and the Securities Purchase Agreement.

     26.  GOVERNING LAW. This Note shall be construed and enforced in accordance
with, and all questions  concerning the construction,  validity,  interpretation
and  performance  of this Note shall be governed  by, the  internal  laws of the
State of Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)

                                       19
<PAGE>
that would cause the application of the laws of any jurisdictions other than the
State of  Illinois.  The Company  hereby  irrevocably  submits to the  exclusive
jurisdiction of the state and federal courts sitting in Chicago,  Illinois,  for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such suit,  action or proceeding is improper.  Nothing contained herein
shall be  deemed to limit in any way any right to serve  process  in any  manner
permitted  by law.  In the event that any  provision  of this Note is invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the  validity  or  enforceability  of any other  provision  of this Note.
Nothing  contained herein shall be deemed or operate to preclude the Holder from
bringing  suit or taking  other  legal  action  against the Company in any other
jurisdiction to collect on the Company's  obligations to the Holder,  to realize
on any  collateral or any other security for such  obligations,  or to enforce a
judgment  or other  court  ruling in favor of the  Holder.  THE  COMPANY  HEREBY
IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,  A JURY
TRIAL FOR THE  ADJUDICATION  OF ANY DISPUTE  HEREUNDER OR IN CONNECTION  WITH OR
ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

     27. MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish
or require the  payment of a rate of interest or other  charges in excess of the
maximum  permitted  by  applicable  law.  In the event that the rate of interest
required to be paid or other charges  hereunder exceed the maximum  permitted by
such law,  any  payments in excess of such  maximum  shall be  credited  against
amounts owed by the Company to the Holder and thus refunded to the Company.

     28. CERTAIN  DEFINITIONS.  For purposes of this Note,  the following  terms
shall have the following meanings:

     (a) "ADDITIONAL  CLOSING DATE" shall have the meaning ascribed to such term
in the  Securities  Purchase  Agreement,  which  date is the  date  the  Company
initially  issued  Additional  Notes  (as  defined  in the  Securities  Purchase
Agreement) pursuant to the terms of the Securities Purchase Agreement.

     (b)  "APPROVED  STOCK PLAN" means any employee  benefit plan which has been
approved by the board of directors of the Company  prior to or subsequent to the
date hereof  pursuant to which shares of Common  Stock and  standard  options to
purchase  Common  Stock may be issued to any  employee,  officer or director for
services provided to the Company in their capacity as such.

     (c) "BLOOMBERG" means Bloomberg, L.P.

                                       20
<PAGE>
     (d) "BUSINESS DAY" means any day other than  Saturday,  Sunday or other day
on which  commercial banks in The City of New York are authorized or required by
law to remain closed.

     (e) "CHANGE OF CONTROL" means any  Fundamental  Transaction  other than (i)
any  merger  of the  Company  or any of its,  direct or  indirect,  wholly-owned
Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization,
recapitalization  or  reclassification  of the  shares of Common  Stock in which
holders of the Company's voting power immediately prior to such  reorganization,
recapitalization  or  reclassification   continue  after  such   reorganization,
recapitalization  or  reclassification  to hold publicly traded  securities and,
directly or indirectly, are, in all material respects, the holders of the voting
power of the surviving entity (or entities with the authority or voting power to
elect the members of the board of directors (or their equivalent if other than a
corporation)   of  such   entity  or   entities)   after  such   reorganization,
recapitalization  or  reclassification,  (iii)  pursuant to a  migratory  merger
effected solely for the purpose of changing the jurisdiction of incorporation of
the  Company  or any of its  Subsidiaries  or (iv) any  Fundamental  Transaction
described on Schedule 28(g) attached hereto).

     (f) "CLOSING BID PRICE" and "CLOSING SALE PRICE" means, for any security as
of any  date,  the  last  closing  bid  price  and  last  closing  trade  price,
respectively,  for  such  security  on the  Principal  Market,  as  reported  by
Bloomberg,  or, if the Principal  Market begins to operate on an extended  hours
basis and does not  designate  the closing bid price or the closing  trade price
(as the case may be) then the last bid price or last trade price,  respectively,
of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal  securities exchange or trading
market  for such  security,  the last  closing  bid price or last  trade  price,
respectively,  of such security on the principal  securities exchange or trading
market where such security is listed or traded as reported by  Bloomberg,  or if
the  foregoing  do not apply,  the last  closing bid price or last trade  price,
respectively,  of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price or last trade  price,  respectively,  is  reported  for such  security  by
Bloomberg,  the average of the bid prices, or the ask prices,  respectively,  of
any market  makers for such  security as  reported  in the "pink  sheets" by OTC
Markets Group Inc. (formerly Pink Sheets LLC).

     (g)  "CLOSING  DATE"  shall have the  meaning  set forth in the  Securities
Purchase Agreement, which date is the date the Company initially issued the Note
pursuant to the terms of the Securities Purchase Agreement.

     (h) "COMMON STOCK" means (i) the Company's  common stock,  $0.001 par value
per share,  and (ii) any capital  stock into which such common  stock shall have
been changed or any share  capital  resulting  from a  reclassification  of such
common stock.

     (i) "CONVERTIBLE  SECURITIES" means any stock or other security (other than
Options)  that  is  at  any  time  and  under  any  circumstances,  directly  or
indirectly,   convertible  into,  exercisable  or  exchangeable  for,  or  which
otherwise entitles the holder thereof to acquire, any shares of Common Stock.

                                       21
<PAGE>
     (j)  "ELIGIBLE  MARKET"  means the OTC Bulletin  Board,  The NASDAQ  Global
Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York
Stock  Exchange,  NYSE Arca,  the NYSE MKT, the OTCQX  Marketplace  or the OTCQB
Marketplace  operated by OTC Markets  Group Inc. (or any successor to any of the
foregoing).

     (k) "EXCLUDED  SECURITIES" means any (i) shares of Common Stock or standard
options to purchase  Common  Stock to  directors,  officers or  employees of the
Company in their capacity as such pursuant to an Approved Stock Plan (as defined
below),  provided that (A) all such issuances (taking into account the shares of
Common Stock  issuable upon  exercise of such options  granted after the date of
this Note,  but not such shares  issuable upon exercise of such options  granted
before the date of this Note) after the date hereof  pursuant to this clause (i)
do not, in the  aggregate,  exceed more than 5.0% of the Common Stock issued and
outstanding  immediately  prior to the date hereof and (B) the exercise price of
any such  options is not  lowered,  none of such options are amended to increase
the number of shares issuable  thereunder and none of the terms or conditions of
any such options are otherwise  materially  changed in any manner that adversely
affects  any of the  Buyers;  (ii)  shares  of  Common  Stock  issued  upon  the
conversion or exercise of Convertible Securities (other than standard options to
purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by  clause  (i)  above)  issued  prior to the  date  hereof,  provided  that the
conversion price of any such Convertible Securities (other than standard options
to purchase  Common  Stock  issued  pursuant to an Approved  Stock Plan that are
covered by clause (i) above) is not lowered, none of such Convertible Securities
(other than  standard  options to purchase  Common Stock  issued  pursuant to an
Approved  Stock  Plan that are  covered  by clause  (i)  above)  are  amended to
increase the number of shares issuable thereunder or extend the maturity date or
expiration date of such Convertible  Securities  (other than standard options to
purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by clause (i) above) and none of the terms or conditions of any such Convertible
Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved  Stock Plan that are  covered by clause (i) above) are  otherwise
materially changed in any manner that adversely affects any of the Buyers; (iii)
the shares of Common Stock  issuable  upon  conversion of the Notes or otherwise
pursuant to the terms of the Notes and (iv) any shares of Common Stock issued to
the Holder or any of its affiliates.

     (l)  "FUNDAMENTAL  TRANSACTION"  means  that (i) the  Company or any of its
Subsidiaries shall, directly or indirectly, in one or more related transactions,
(1)  consolidate or merge with or into (whether or not the Company or any of its
Subsidiaries is the surviving corporation) any other Person, or (2) sell, lease,
license, assign,  transfer,  convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other Person, or (3) allow any
other  Person to make a purchase,  tender or exchange  offer that is accepted by
the holders of more than 50% of the  outstanding  shares of Voting  Stock of the
Company  (not  including  any shares of Voting  Stock of the Company held by the
Person or  Persons  making or party to, or  associated  or  affiliated  with the
Persons making or party to, such  purchase,  tender or exchange  offer),  or (4)
consummate a stock or share  purchase  agreement or other  business  combination
(including, without limitation, a reorganization,  recapitalization, spin-off or
scheme of arrangement)  with any other Person whereby such other Person acquires
more than 50% of the  outstanding  shares of Voting  Stock of the  Company  (not
including  any shares of Voting Stock of the Company held by the other Person or
other Persons  making or party to, or  associated  or affiliated  with the other

                                       22
<PAGE>
Persons  making or party to,  such stock or share  purchase  agreement  or other
business combination),  or (ii) any "person" or "group" (as these terms are used
for  purposes  of  Sections  13(d)  and  14(d) of the 1934 Act and the rules and
regulations  promulgated  thereunder) is or shall become the "beneficial  owner"
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of
the aggregate ordinary voting power represented by issued and outstanding Voting
Stock of the Company.

     (m) "GAAP" means United States generally  accepted  accounting  principles,
consistently applied.

     (n) "INITIAL  CLOSING DATE" shall have the meaning ascribed to such term in
the Securities Purchase Agreement,  which date is the date the Company initially
issued Initial Notes (as defined in the Securities  Purchase Agreement) pursuant
to the terms of the Securities Purchase Agreement.

     (o) "INTEREST  RATE" means eight percent (8%) per annum, as may be adjusted
from time to time in accordance with Section 2.

     (p)  "MATURITY  DATE" shall mean January 3, 2015;  provided,  however,  the
Maturity Date may be extended at the option of the Holder (i) in the event that,
and for so long as, an Event of Default shall have occurred and be continuing or
any event shall have  occurred and be  continuing  that with the passage of time
and the failure to cure would  result in an Event of Default or (ii) through the
date that is twenty (20) Business Days after the  consummation  of a Fundamental
Transaction in the event that a Fundamental Transaction is publicly announced or
a  Fundamental  Transaction  Notice is  delivered  prior to the  Maturity  Date,
provided  further  that if a Holder  elects to convert  some or all of this Note
pursuant  to  Section 3  hereof,  and the  Conversion  Amount  would be  limited
pursuant to Section 3(d)  hereunder,  the Maturity Date shall  automatically  be
extended  until such time as such  provision  shall not limit the  conversion of
this Note.

     (q) "SECURITIES  PURCHASE AGREEMENT" means that certain Securities Purchase
Agreement,  dated as of the Initial Closing Date, by and between the Company and
the Holder  pursuant  to which the Company  issued this Note,  as may be amended
from time to time.

     (r)  "OPTIONS"  means any rights,  warrants or options to subscribe  for or
purchase shares of Common Stock or Convertible Securities.

     (s)  "PARENT  ENTITY"  of a  Person  means  an  entity  that,  directly  or
indirectly,  controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market,  or, if there is more
than one such  Person or Parent  Entity,  the Person or Parent  Entity  with the
largest  public  market  capitalization  as of the date of  consummation  of the
Fundamental Transaction.

     (t)  "PERSON"  means  an  individual,   a  limited  liability   company,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization,  any other  entity or a  government  or any  department  or agency
thereof.

                                       23
<PAGE>
     (u) "PERMITTED  INDEBTEDNESS" means (i) Indebtedness evidenced by this Note
and the Other Notes,  (ii)  Indebtedness  described on Schedule  13(b)  attached
hereto and (iii)  Indebtedness  secured by Permitted  Liens described in clauses
(iv) and (v) of the definition of Permitted Liens, in an aggregate amount not to
exceed $100,000.

     (v)  "PERMITTED  LIENS"  means  (i)  any  Lien  for  taxes  not  yet due or
delinquent or being contested in good faith by appropriate proceedings for which
adequate  reserves  have been  established  in  accordance  with GAAP,  (ii) any
statutory  Lien arising in the  ordinary  course of business by operation of law
with respect to a liability  that is not yet due or  delinquent,  (iii) any Lien
created by operation of law, such as materialmen's  liens,  mechanics' liens and
other similar liens,  arising in the ordinary course of business with respect to
a liability  that is not yet due or  delinquent  or that are being  contested in
good faith by appropriate  proceedings,  (iv) Liens (A) upon or in any equipment
acquired  or  held by the  Company  or any of its  Subsidiaries  to  secure  the
purchase price of such equipment or indebtedness incurred solely for the purpose
of financing the acquisition or lease of such equipment, or (B) existing on such
equipment  at the time of its  acquisition,  provided  that the Lien is confined
solely to the property so acquired and improvements thereon, and the proceeds of
such equipment, (v) Liens incurred in connection with the extension,  renewal or
refinancing of the indebtedness secured by Liens of the type described in clause
(iv) above,  provided that any extension,  renewal or replacement  Lien shall be
limited to the property encumbered by the existing Lien and the principal amount
of the Indebtedness being extended, renewed or refinanced does not increase, and
(vi) Liens securing the Company's obligations under the Notes.

     (w)  "PRINCIPAL  MARKET"  means,  as of  any  date  of  determination,  the
principal  securities exchange or securities market on which the Common Stock is
then traded.

     (x)  "REDEMPTION  NOTICES"  means,  collectively,   the  Event  of  Default
Redemption Notices and the Company Optional Redemption Notices,  and each of the
foregoing, individually, a "REDEMPTION NOTICE."

     (y)  "REDEMPTION  PREMIUM"  means (i) in the case of the  Events of Default
described in Section 4(a) (other than Sections 4(a)(iv) through 4(a)(vi)),  140%
or (ii) in the case of the  Events of Default  described  in  Sections  4(a)(iv)
through 4(a)(vi), 100%.

     (z) "REDEMPTION  PRICES" means,  collectively,  Event of Default Redemption
Prices,  and the Company Optional  Redemption  Prices and each of the foregoing,
individually, a "REDEMPTION PRICE."

     (aa) "REGISTRATION RIGHTS AGREEMENT" means that certain registration rights
agreement,  dated as of the Initial Closing Date, by and between the Company and
the Holder  relating to, among other things,  the  registration of the resale of
the Common Stock issuable upon conversion of the Notes or otherwise  pursuant to
the terms of the Notes, as may be amended from time to time.

     (bb) "SEC" means the United States  Securities  and Exchange  Commission or
the successor thereto.

                                       24
<PAGE>
     (cc)  "SUBSIDIARIES"  shall have the meaning as set forth in the Securities
Purchase Agreement.

     (dd) "SUCCESSOR  ENTITY" means the Person (or, if so elected by the Holder,
the Parent  Entity)  formed by,  resulting  from or  surviving  any  Fundamental
Transaction  or the Person (or, if so elected by the Holder,  the Parent Entity)
with which such Fundamental Transaction shall have been entered into.

     (ee) "TRADING DAY" means any day on which the Common Stock is traded on the
Principal  Market,  or, if the  Principal  Market is not the  principal  trading
market  for the Common  Stock,  then on the  principal  securities  exchange  or
securities  market on which  the  Common  Stock is then  traded,  provided  that
"TRADING  DAY" shall not include any day on which the Common  Stock is scheduled
to trade on such  exchange or market for less than 4.5 hours or any day that the
Common Stock is suspended  from trading during the final hour of trading on such
exchange or market (or if such  exchange or market does not designate in advance
the closing  time of trading on such  exchange  or market,  then during the hour
ending at 4:00:00 p.m.,  New York time) unless such day is otherwise  designated
as a Trading Day in writing by the Holder.

     (ff) "VOTING  STOCK" of a Person means  capital stock of such Person of the
class or classes  pursuant to which the holders  thereof have the general voting
power to elect,  or the  general  power to  appoint,  at least a majority of the
board of directors,  managers,  trustees or other similar governing body of such
Person  (irrespective  of whether or not at the time capital  stock of any other
class or  classes  shall  have or might  have  voting  power  by  reason  of the
happening of any contingency).

     29.  DISCLOSURE.  Upon  receipt or delivery by the Company of any notice in
accordance  with the terms of this Note,  unless the  Company  has in good faith
determined that the matters relating to such notice do not constitute  material,
non-public  information relating to the Company or any of its Subsidiaries,  the
Company  shall  within one (1)  Business  Day after any such receipt or delivery
publicly disclose such material,  non-public  information on a Current Report on
Form 8-K or  otherwise.  In the event that the  Company  believes  that a notice
contains material,  non-public information relating to the Company or any of its
Subsidiaries,  the Company so shall  indicate  to such Holder  contemporaneously
with  delivery of such notice,  and in the absence of any such  indication,  the
Holder shall be allowed to presume  that all matters  relating to such notice do
not constitute material,  non-public  information relating to the Company or its
Subsidiaries.  Nothing  contained in this Section 29 shall limit any obligations
of the Company, or any rights of the Holder, under Section 4.3 of the Securities
Purchase Agreement.


                            [signature page follows]


                                       25
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as
of the Issuance Date set out above.

                                     STEVIA CORP.

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





                Senior Secured Convertible Note - Signature Page

                                       26
<PAGE>
                                    EXHIBIT I

                                  STEVIA CORP.
                                CONVERSION NOTICE

     Reference is made to the Senior Convertible Note (the "NOTE") issued to the
undersigned by Stevia Corp., a Nevada corporation (the "COMPANY"). In accordance
with and  pursuant to the Note,  the  undersigned  hereby  elects to convert the
Conversion  Amount  (as  defined in the Note) of the Note  indicated  below into
shares of Common Stock,  $0.001 par value per share (the "COMMON STOCK"), of the
Company,  as of the date specified  below  Capitalized  terms not defined herein
shall have the meaning as set forth in the Note.

     Date of Conversion:
                        -------------------------------------------------------

          Aggregate Principal to be converted:
                                              ---------------------------------

          Aggregate  accrued and unpaid Interest and accrued
          and  unpaid  Late  Charges  with  respect  to such
          portion  of  the  Aggregate   Principal  and  such
          Aggregate Interest to be converted:
                                             ----------------------------------

     AGGREGATE CONVERSION AMOUNT
     TO BE CONVERTED:
                                             ----------------------------------

Please confirm the following information:

     Conversion Price:
                      ---------------------------------------------------------

     Number of shares of Common Stock to
     be issued:
                                             ----------------------------------

Please  issue the Common  Stock into  which the Note is being  converted  in the
following name and to the following address:

     Issue to:
               ----------------------------------------------------------------

               ----------------------------------------------------------------

               ----------------------------------------------------------------

     Facsimile Number:
                      ---------------------------------------------------------

     Holder:
            -------------------------------------------------------------------

          By:
             ------------------------------------------------------------------

                Title:
                      ---------------------------------------------------------

                                       27
<PAGE>
Dated:
      -------------------------------------------------------------------------

      Account Number:
                     ----------------------------------------------------------
      (if electronic book entry transfer)

      Transaction Code Number:
                              -------------------------------------------------
      (if electronic book entry transfer)


                                       28
<PAGE>
                                 ACKNOWLEDGMENT

     The Company hereby  acknowledges  this Conversion Notice and hereby directs
_________________  to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent  Instructions  dated  _____________,  20__
from the Company and acknowledged and agreed to by ________________________.

                                     STEVIA CORP.

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

                                       29