EXHIBIT 10.12

         THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
         THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
         MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER
         SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DYNECO
         CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                            FORM OF CONVERTIBLE NOTE
                            ------------------------

         FOR VALUE RECEIVED, DYNECO CORPORATION, a Minnesota corporation
(hereinafter called "Borrower"), hereby promises to pay to ___________, (the
"Holder") or its registered assigns or successors in interest or order, without
demand, the sum of _____________ Dollars ($_______) ("Principal Amount"), with
simple and unpaid interest thereon, on March ___, 2007 (the "Maturity Date"), if
not sooner paid.

         This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder, dated of even date herewith (the
"Subscription Agreement"), and shall be governed by the terms of such
Subscription Agreement. Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this Note:

                                    ARTICLE I

                             INTEREST; AMORTIZATION

         1.1.     Interest Rate. Subject to Section 5.7 hereof, interest payable
on this Note shall accrue at a rate per annum (the "Interest Rate") of five
percent (5%). Interest on the Principal Amount shall accrue from the date of
this Note and shall be payable monthly, in arrears, commencing on July 1, 2005
and on the first business day of each consecutive calendar month thereafter
(each, a "Repayment Date") and on the Maturity Date, whether by acceleration or
otherwise.

         1.2.     Minimum Monthly Principal Payments. Amortizing payments of the
outstanding Principal Amount of this Note shall commence on the first (1st)
Repayment Date and shall recur on each succeeding Repayment Date thereafter
until the Principal Amount has been repaid in full, whether by the payment of
cash or by the conversion of such principal into Common Stock pursuant to the
terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment
Date, the Borrower shall make payments to the Holder in the amount of
one-nineteenth (1/19th) of the initial Principal Amount (the "Monthly Principal
Amount"), together with any accrued and unpaid interest then due on such portion
of the Principal Amount plus any and all other amounts which are then owing
under this Note that have not been paid (the Monthly Principal Amount, together
with such accrued and unpaid interest and such other amounts, collectively, the
"Monthly Amount"). Amounts of conversions of Principal Amount made by the Holder
or Borrower pursuant to Section 2.1 or Article III, and Redemption Amounts (as
defined in Section 2.3 of this Note) actually paid to Holder shall be applied
first against outstanding fees and damages, then against interest accrued on the
Principal Amount and then to Monthly Amounts commencing with the Monthly Amounts

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         first payable and then Monthly Amounts thereafter in chronological
order. Any Principal Amount, interest and any other sum arising under the
Subscription Agreement that remains outstanding on the Maturity Date shall be
due and payable on the Maturity Date.

         1.3.     Default Interest Rate. Following the occurrence and during the
continuance of an Event of Default, subject to Section 6.7, the annual interest
rate on this Note shall automatically be increased by five percent (5%), and all
outstanding obligations under this Note, including unpaid interest, shall
continue to accrue interest from the date of such Event of Default at such
interest rate applicable to such obligations until such Event of Default is
cured or waived.

                                   ARTICLE II

                              CONVERSION REPAYMENT

         2.1.     (a)      Payment of Monthly Amount in Cash or Common Stock.
If the Monthly Amount (or a portion thereof of such Monthly Amount if such
portion of the Monthly Amount could have been converted into shares of Common
Stock but for Section 3.2) may be paid in cash pursuant to Section 2.1(b), then
the Borrower shall pay the Holder in cash an amount equal to 110% of the Monthly
Amount due and owing to the Holder on the Repayment Date in cash. If the Monthly
Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may
be converted into shares of Common Stock pursuant to Section 3.2) is required to
be paid in shares of Common Stock pursuant to Section 2.1(b), the number of such
shares to be issued by the Borrower to the Holder on such Repayment Date (in
respect of such portion of the Monthly Amount converted into shares of Common
Stock pursuant to Section 2.1(b)), shall be the number determined by dividing
(x) the portion of the Monthly Amount converted into shares of Common Stock, by
(y) the then applicable Fixed Conversion Price. For purposes hereof, the initial
"Fixed Conversion Price" means $0.10.

                  (b)      Monthly Amount Conversion Guidelines. Subject to
Sections 2.1(a), 2.1(b), 2.2 and 3.2 hereof, the Holder shall convert into
shares of Common Stock at the Fixed Conversion Price the maximum portion of the
Monthly Amount due on each Repayment Date provided that the average of the five
lowest closing bid prices of the Common Stock as reported by Bloomberg, L.P. on
the Principal Market (as defined below) for the twenty (20) consecutive trading
days immediately preceding such Repayment Date shall be greater than or equal to
100% above the Fixed Conversion Price ("Conversion Criterion"). The Borrower may
not elect to pay a Monthly Amount due on a Repayment Date in Common Stock in an
amount of shares of Common Stock for a Monthly Amount which would exceed in the
aggregate for all Holders of Notes similar to this Note, thirty-five percent
(35%) of the aggregate daily trading volume for the twenty trading days
preceding the Repayment Date multiplied by the lesser of (i) the average volume
weighted average price of the Common stock as reported by Bloomberg L.P. for the
Principal Market using the AQR function ("VWAP") for the twenty trading days
preceding the Repayment Date, or (ii) the closing bid price of the Common Stock
as reported by Bloomberg L.P. for the Principal Market for the trading day
preceding the Repayment Date ("Additional Conversion Criterion"). The Monthly
Amount due on a Repayment Date that the Holder has not been able to convert into
shares of Common Stock due to failure to meet the Conversion Criterion or the
Additional Conversion Limitation shall be paid by the Borrower at the Borrower's
election (i) in cash at the rate of 110% of such Monthly Amount otherwise due on
such Repayment Date within three (3) business days after the applicable
Repayment Date, or (ii) in registered, unlegended, free-trading Common Stock at
an applied conversion rate equal to eighty percent (80%) of the average of the
five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg
L.P. for the twenty (20) trading days preceding such Repayment Date. Such shares
of Common Stock must be delivered to the Holder not later than three (3)
business days of the applicable Repayment Date. Whichever of the OTC Pink
Sheets, NASD OTC Bulletin Board, NASDAQ

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         SmallCap Market, NASDAQ National Market System, American Stock
Exchange, or New York Stock Exchange or such other principal market or exchange
where the Common Stock is listed or traded is the principal trading exchange or
market for the Common Stock is the Principal Market. The Borrower must send
notice to the Holder by confirmed telecopier not later than 3:00 PM, New York
City time on each Repayment Date notifying Holder of Borrower's election to pay
the Monthly Redemption Amount in cash or stock. The Notice must state the amount
of cash and or stock to be paid and include supporting calculations. Elections
by the Borrower must be made to all Holders of Notes similar to this Note in
proportion to the relative Note principal held by such Note Holders. If such
notice is not timely sent or if the Monthly Redemption Amount is not timely
delivered, then Holder shall have the right instead of the Company to elect
within five trading days after the later of the applicable Repayment Date or
required delivery date, as the case may be, whether to be paid in cash or Common
Stock. Such Holder's election shall not be construed to be a waiver of any
default by Borrower relating to non-timely compliance by Borrower of any of its
obligations under this Note.

         2.2.     No Effective Registration. Notwithstanding anything to the
contrary herein, no amount payable hereunder may be paid in shares of Common
Stock by the Borrower without the Holder's consent unless (a) either (i) an
effective current Registration Statement covering the shares of Common Stock to
be issued in satisfaction of such obligations exists, or (ii) an exemption from
registration of the Common Stock is available pursuant to Rule 144(k) of the
Securities Act, and (b) no Event of Default hereunder exists and is continuing,
unless such Event of Default is cured within any applicable cure period or is
otherwise waived in writing by the Holder in whole or in part at the Holder's
option.

                                   ARTICLE III

                                CONVERSION RIGHTS

         3.1.     Holder's Conversion Rights. Subject to Section 3.2 and the
mandatory conversion provisions therein, the Holder shall have the right, but
not the obligation, to convert all or any portion of the then aggregate
outstanding Principal Amount of this Note, together with interest and amounts
due hereon, and any sum arising under the Subscription Agreement and the
Transaction Documents, including but not limited to Liquidated Damages, into
shares of Common Stock, subject to the terms and conditions set forth in this
Article III. The Holder may exercise such right by delivery to the Borrower of a
written Notice of Conversion pursuant to Section 3.3.

         3.2.     Conversion Limitation. Notwithstanding anything contained
herein to the contrary, the Holder shall not be entitled to convert pursuant to
the terms of this Note nor may this Note be converted in whole or in part into
an amount of Common Stock that would be convertible into that number of Common
Stock which would exceed the difference between the number of shares of Common
Stock beneficially owned by such Holder and 4.99% of the outstanding shares of
Common Stock. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and Regulation 13d-3 thereunder. The foregoing limitation shall be
calculated as of each Conversion Date. Aggregate conversions over time shall not
be limited to 4.99%. The Holder may void the Conversion Share limitation
described in this Section 3.2 upon 61 days prior notice to the Borrower. The
Holder may allocate which of the equity of the Borrower deemed beneficially
owned by the Holder shall be included in the 4.99% amount described above and
which shall be allocated to the excess above 4.99%, provided that such
allocations are consistent with applicable law.

         3.3.     Mechanics of Holder's Conversion.

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<PAGE>

                  (a)      In the event that the Holder elects to convert any
amounts outstanding under this Note into Common Stock, the Holder shall give
notice of such election by delivering an executed and completed notice of
conversion (a "Notice of Conversion") to the Borrower, which Notice of
Conversion shall provide a breakdown in reasonable detail of the Principal
Amount, accrued interest and fees being converted. The original Note is not
required to be surrendered to the Borrower until all sums due under the Note
have been paid. On each Conversion Date (as hereinafter defined) and in
accordance with its Notice of Conversion, the Holder shall make the appropriate
reduction to the Principal Amount, accrued interest and fees as entered in its
records and shall provide written notice thereof to the Borrower within three
(3) business days after the Conversion Date. Each date on which a Notice of
Conversion is delivered or telecopied to the Borrower in accordance with the
provisions hereof shall be deemed a "Conversion Date." A form of Notice of
Conversion to be employed by the Holder is annexed hereto as Exhibit A.

                  (b)      Pursuant to the terms of a Notice of Conversion, the
Borrower will issue instructions to the transfer agent accompanied by an opinion
of counsel, if so required by the Borrower's transfer agent, within two (2)
business days after the date of the delivery to Borrower of the Notice of
Conversion and shall cause the transfer agent to transmit the certificates
representing the Conversion Shares to the Holder by crediting the account of the
Holder's designated broker with the Depository Trust Corporation ("DTC") through
its Deposit Withdrawal Agent Commission ("DWAC") system within three (3)
business days after receipt by the Borrower of the Notice of Conversion (the
"Delivery Date"). In the case of the exercise of the conversion rights set forth
herein the conversion privilege shall be deemed to have been exercised and the
Conversion Shares issuable upon such conversion shall be deemed to have been
issued upon the date of receipt by the Borrower of the Notice of Conversion. The
Holder shall be treated for all purposes as the record holder of such shares of
Common Stock, unless the Holder provides the Borrower written instructions to
the contrary. Notwithstanding the foregoing to the contrary, the Borrower or its
transfer agent shall only be obligated to issue and deliver the shares to the
DTC on the Holder's behalf via DWAC (or certificates free of restrictive
legends) if the registration statement providing for the resale of the shares of
Common Stock issuable upon the conversion of this Note is effective and the
Holder has complied with all applicable securities laws in connection with the
sale of the Common Stock, including, without limitation, the prospectus delivery
requirements. In the event that Conversion Shares cannot be delivered to the
Holder via DWAC, the Borrower shall deliver physical certificates representing
the Conversion Shares by the Delivery Date.

         3.4.     Conversion Mechanics.

                  (a)      The number of shares of Common Stock to be issued
upon each conversion of this Note pursuant to this Article III shall be
determined by dividing that portion of the Principal Amount and interest and
fees to be converted, if any, by the then applicable Fixed Conversion Price.

                  (b)      The Fixed Conversion Price and number and kind of
shares or other securities to be issued upon conversion shall be subject to
adjustment from time to time upon the happening of certain events while this
conversion right remains outstanding, as follows:

                           A.       Merger, Sale of Assets, etc. If the Borrower
at any time shall consolidate with or merge into or sell or convey all or
substantially all its assets to any other corporation, this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase such number and kind of shares or
other securities and property as would have been issuable or distributable on
account of such consolidation, merger, sale or conveyance, upon or with respect
to the securities subject to the conversion or purchase right immediately prior
to such consolidation, merger, sale or conveyance. The foregoing provision shall
similarly apply to successive transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the

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<PAGE>

         foregoing, the anti-dilution provisions of this Section shall apply to
such securities of such successor or purchaser after any such consolidation,
merger, sale or conveyance.

                           B.       Reclassification, etc. If the Borrower at
any time shall, by reclassification or otherwise, change the Common Stock into
the same or a different number of securities of any class or classes, this Note,
as to the unpaid principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase an adjusted number of
such securities and kind of securities as would have been issuable as the result
of such change with respect to the Common Stock immediately prior to such
reclassification or other change.

                           C.       Stock Splits, Combinations and Dividends. If
the shares of Common Stock are subdivided or combined into a greater or smaller
number of shares of Common Stock, or if a dividend is paid on the Common Stock
in shares of Common Stock, the Fixed Conversion Price shall be proportionately
reduced in case of subdivision of shares or stock dividend or proportionately
increased in the case of combination of shares, in each such case by the ratio
which the total number of shares of Common Stock outstanding immediately after
such event bears to the total number of shares of Common Stock outstanding
immediately prior to such event.

                           D.       Share Issuance. So long as this Note is
outstanding, if the Borrower shall issue any Common Stock except for the
Excepted Issuances (as defined in the Subscription Agreement), prior to the
complete conversion of this Note for a consideration less than the Fixed
Conversion Price that would be in effect at the time of such issue, then, and
thereafter successively upon each such issuance, the Fixed Conversion Price
shall be reduced to such other lower issue price. For purposes of this
adjustment, the issuance of any security or debt instrument of the Borrower
carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Fixed Conversion Price upon the issuance of the
above-described security, debt instrument, warrant, right, or option and again
upon the issuance of shares of Common Stock upon exercise of such conversion or
purchase rights if such issuance is at a price lower than the then applicable
Conversion Price. The reduction of the Fixed Conversion Price described in this
paragraph is in addition to the other rights of the Holder described in the
Subscription Agreement.

                  (c)      Whenever the Conversion Price is adjusted pursuant to
Section 3.4(b) above, the Borrower shall promptly mail to the Holder a notice
setting forth the Conversion Price after such adjustment and setting forth a
statement of the facts requiring such adjustment.

         3.5.     Reservation. During the period the conversion right exists,
Borrower will reserve from its authorized and unissued Common Stock not less
than one hundred fifty percent (150%) of the number of shares to provide for the
issuance of Common Stock upon the full conversion of this Note. Borrower
represents that upon issuance, such shares will be duly and validly issued,
fully paid and non-assessable. Borrower agrees that its issuance of this Note
shall constitute full authority to its officers, agents, and transfer agents who
are charged with the duty of executing and issuing stock certificates to execute
and issue the necessary certificates for shares of Common Stock upon the
conversion of this Note.

         3.6      Issuance of Replacement Note. Upon any partial conversion of
this Note, a replacement Note containing the same date and provisions of this
Note shall, at the written request of the Holder, be issued by the Borrower to
the Holder for the outstanding Principal Amount of this Note and accrued
interest which shall not have been converted or paid, provided Holder has
surrendered an original Note to the Company. In the event that the Holder elects
not to surrender a Note for reissuance upon partial payment or conversion, the
Holder hereby indemnifies the Borrower against any and all loss or damage
attributable to a third-party claim in an amount in excess of the actual amount
then due under the Note.

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<PAGE>

                                   ARTICLE IV

                                SECURITY INTEREST

         4.       Security Interest/Waiver of Automatic Stay. This Note is
secured by a security interest granted to the Collateral Agent for the benefit
of the Holder pursuant to a Security Agreement, as delivered by Borrower to
Holder. The Borrower acknowledges and agrees that should a proceeding under any
bankruptcy or insolvency law be commenced by or against the Borrower, or if any
of the Collateral (as defined in the Security Agreement) should become the
subject of any bankruptcy or insolvency proceeding, then the Holder should be
entitled to, among other relief to which the Holder may be entitled under the
Transaction Documents and any other agreement to which the Borrower and Holder
are parties (collectively, "Loan Documents") and/or applicable law, an order
from the court granting immediate relief from the automatic stay pursuant to 11
U.S.C. Section 362 to permit the Holder to exercise all of its rights and
remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER
EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION
362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11
U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE
OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY,
INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO
ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
APPLICABLE LAW. The Borrower hereby consents to any motion for relief from stay
that may be filed by the Holder in any bankruptcy or insolvency proceeding
initiated by or against the Borrower and, further, agrees not to file any
opposition to any motion for relief from stay filed by the Holder. The Borrower
represents, acknowledges and agrees that this provision is a specific and
material aspect of the Loan Documents, and that the Holder would not agree to
the terms of the Loan Documents if this waiver were not a part of this Note. The
Borrower further represents, acknowledges and agrees that this waiver is
knowingly, intelligently and voluntarily made, that neither the Holder nor any
person acting on behalf of the Holder has made any representations to induce
this waiver, that the Borrower has been represented (or has had the opportunity
to he represented) in the signing of this Note and the Loan Documents and in the
making of this waiver by independent legal counsel selected by the Borrower and
that the Borrower has discussed this waiver with counsel.

                                    ARTICLE V

                                EVENTS OF DEFAULT

         The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or
grace period, all of which hereby are expressly waived, except as set forth
below:

         5.1      Failure to Pay Principal or Interest. The Borrower fails to
pay any installment of Principal Amount, interest or other sum due under this
Note or any Transaction Document when due and such failure continues for a
period of five (5) business days after the due date.

         5.2      Breach of Covenant. The Borrower breaches any material
covenant or other term or condition of the Subscription Agreement, this Note or
Transaction Document in any material respect and such breach, if subject to
cure, continues for a period of ten (10) business days after written notice to
the Borrower from the Holder.

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<PAGE>

         5.3      Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement, Transaction Document or in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith or therewith shall be
false or misleading in any material respect as of the date made and a Closing
Date.

         5.4      Receiver or Trustee. The Borrower or any Subsidiary of
Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for them or for a
substantial part of their property or business; or such a receiver or trustee
shall otherwise be appointed.

         5.5      Judgments. Any money judgment, writ or similar final process
shall be entered or filed against Borrower or any subsidiary of Borrower or any
of their property or other assets for more than $50,000, and shall remain
unvacated, unbonded or unstayed for a period of forty-five (45) days.

         5.6      Non-Payment. A default by the Borrower under any one or more
obligations in an aggregate monetary amount in excess of $50,000 for more than
twenty (20) days after the due date.

         5.7      Bankruptcy. Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings or relief under any bankruptcy law
or any law, or the issuance of any notice in relation to such event, for the
relief of debtors shall be instituted by or against the Borrower or any
Subsidiary of Borrower and if instituted against them are not dismissed within
forty-five (45) - days of initiation.

         5.8      Delisting. Delisting of the Common Stock from the OTC Bulletin
Board ("Bulletin Board") or such other principal exchange on which the Common
Stock is listed for trading; failure to comply with the requirements for
continued listing on the Bulletin Board for a period of seven consecutive
trading days; or notification from the Bulletin Board or any Principal Market
that the Borrower is not in compliance with the conditions for such continued
listing on the Bulletin Board or other Principal Market.

         5.9      Stop Trade. An SEC or judicial stop trade order or Principal
Market trading suspension with respect to Borrower's Common Stock that lasts for
five or more consecutive trading days.

         5.10     Failure to Deliver Common Stock or Replacement Note.
Borrower's failure to timely deliver Common Stock to the Holder pursuant to and
in the form required by this Note or the Subscription Agreement, and, if
requested by Borrower, a replacement Note.

         5.11     Non-Registration Event. The occurrence of a Non-Registration
Event as described in the Subscription Agreement.

         5.12     Reverse Splits. The Borrower effectuates a reverse split of
its Common Stock without the prior written consent of the Holder.

         5.13     Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any Transaction Document or other agreement
to which the Borrower and Holder are parties, or the occurrence of a material
event of default under any such other agreement which is not cured after any
required notice and/or cure period.

                                   ARTICLE VI

                                  MISCELLANEOUS

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<PAGE>

         6.1      Failure or Indulgence Not Waiver. No failure or delay on the
part of Holder hereof 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. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

         6.2      Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Borrower to: Dyneco Corporation, 564
International Place, Rockledge, FL 32955, Attn: Dr. Thomas C. Edwards,
President, telecopier number: (321) 639-6897, with a copy by telecopier only to:
Steven I. Weinberger, Esq., 2200 Corporate Blvd., NW, Suite 210, Boca Raton, FL
33431-7307, telecopier number: (561) 362-9612, and (ii) if to the Holder, to the
name, address and telecopy number set forth on the front page of this Note, with
a copy by telecopier only to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite
1601, New York, New York 10176, telecopier number: (212) 697-3575.

         6.3      Amendment Provision. The term "Note" and all reference
thereto, as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so amended or
supplemented.

         6.4      Assignability. This Note shall be binding upon the Borrower
and its successors and assigns, and shall inure to the benefit of the Holder and
its successors and assigns.

         6.5      Cost of Collection. If default is made in the payment of this
Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys' fees.

         6.6      Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles that would result in the application of the substantive laws
of another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York. Both parties and the individual signing this Note on behalf of the
Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. 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 unenforceability 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 Borrower in any
other jurisdiction to collect on the

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<PAGE>

         Borrower's obligations to Holder, to realize on any collateral or any
other security for such obligations, or to enforce a judgment or other court in
favor of the Holder.

         6.7      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 Borrower to the Holder and thus refunded to the
Borrower.

         6.8.     Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

         6.9      Redemption. This Note may not be redeemed or called without
the consent of the Holder except as described in this Note.

         6.10     Shareholder Status. The Holder shall not have rights as a
shareholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have the rights of a shareholder of the Borrower with
respect to the Shares of Common Stock to be received after delivery by the
Holder of a Conversion Notice to the Borrower.

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<PAGE>


         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer as of the ____ day of March, 2005.


                                            DYNECO CORPORATION



                                            By:________________________________
                                            Name: Dr. Thomas C. Edwards
                                            Title: President

WITNESS:



___________________________________


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<PAGE>

                              NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by Dyneco Corporation on
March ___, 2005 into Shares of Common Stock of Dyneco Corporation (the
"Borrower") according to the conditions set forth in such Note, as of the date
written below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less
than 5% of the outstanding Common Stock of Dyneco Corporation


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________


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