NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 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 PHR_EADZ, INC. AND UNIVERSAL DATABASE OF
MUSIC USA, LLC THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      
        
          	
                  Principal
      Amount: $85,000

                	
                  Issue Date: March 23, 2010

                


        

      

    

    


    SECURED
PROMISSORY NOTE

    


    FOR VALUE
RECEIVED, PHREADZ USA, LLC., a Nevada limited liability company, and UNIVERSAL
DATABASE OF MUSIC USA, LLC, a Nevada limited liability company (hereinafter
individually and collectively called “Borrower”), hereby, jointly
and severally, promise to pay to the order of Professional Capital Partners,
Ltd, 1400 Old Country Road, Suite 206, Westbury, New York 11590, Fax: (516)
228-8083, (the “Holder”)
or its registered assigns or successors in interest or order, without demand,
the sum of Eighty Five Thousand Dollars ($85,000) (“Principal Amount”), on the
earlier to occur of (i) the initial closing of the Subsequent Equity Financing
and (B) June 30, 2010 (the “Maturity Date”), if not sooner
paid.

    


    This Note
has been entered into pursuant to the terms of a subscription agreement among
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;
REPAYMENT; SENIORITY

    


    1.1           Interest Rate.
Interest payable on this Note shall accrue at a rate per annum (the “Interest Rate”) equal to eight
percent (8%). All interest due on this Note shall be paid at the Maturity
Date.

    


    1.2           Principal Payments.
The Principal Amount is due and payable on the Maturity Date.

    


    1.3           Security. Payment of
this Note is secured by the terms of the Security Agreements.

    


    1.4           Liability of
Borrower. Borrower is unconditionally, and without regard to the
liability of any other person, liable for the payment and performance of this
Note and such liability shall not be affected by an extension of time, renewal,
waiver, or modification of this Note or the release, substitution, or addition
of collateral for this Note. Each person signing this Note consents to any and
all extensions of time, renewals, waivers, or modifications, as well as to
release, substitution, or addition of guarantors or collateral security, without
affecting Borrower’s liabilities hereunder. Holder is entitled to the benefits
of any collateral agreement, guarantee, security agreement, assignment, or any
other documents which may be related to or are applicable to the debt evidenced
by this Note, as they now exist, may exist in the future, have existed, and as
they may be amended, modified, renewed, or substituted.

    


    ARTICLE
II

    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 and shall further entitle
Holder to exercise any and all remedies available to it under the Pledge
Agreement and under applicable law:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.1           Failure to Pay
Principal.  The Borrower fails to pay the Principal Amount or
other sum due under this Note or any Transaction Document when due and such
failure continues for a period of 5 days after the due date.

    


    2.2           Assumption of Rights.
The Public Company, as a condition to consummation of the Reorganization, fails
to assume the terms of the Subscription Agreement, including the issuance of the
Right issued to Holder thereunder as additional and essential consideration for
the purchase by Holder of this Note.

    


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

    


    2.4           Breach of Representations
and Warranties. Any 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 respect as of the date
made and the Closing Date.

    


    2.5           Receiver or Trustee.
The 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.

    


    2.6           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 and if instituted against them are not
dismissed within 45 days of initiation.

    


    ARTICLE
III

    COVENANTS

    


    So long
as any principal or interest is due hereunder and shall remain unpaid, Borrower
will, unless the Holder shall otherwise consent in writing:

    


    (a)           Maintain
and preserve its existence, rights and privileges;

    


    (b)           Not
incur any indebtedness, other than indebtedness incurred in the ordinary course
of business or outstanding on the date hereof, unless such indebtedness is
subordinated to the prior payment in full of this Note on terms reasonably
satisfactory to the Holder;

    


    (c)           Not
(i) directly or indirectly sell, lease or otherwise dispose of (A) any of its
property or assets other than in its ordinary course of business or (B)
substantially all of its properties and assets, in the aggregate, to any
person(s), whether in one transaction or in a series of transactions over any
period of time, or (ii) adopt any plan or arrangement for the dissolution or
liquidation of Borrower;

    


    (d)           Give
written notice to Holder upon the occurrence of an Event of Default or any event
but for the giving of notice or lapse of time, or both, would constitute an
Event of Default within five (5) days of such event;

    


    (e)           Not
use the proceeds from the issuance of this Note in any way for any purpose that
entails a violation of, or is inconsistent with, Regulation U of the Board of
Governors of the Federal Reserve System of the United States of
America.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    (f)
           Comply in all
material respects with all applicable laws (whether federal, state or local and
whether statutory, administrative or judicial or other) and with every
applicable lawful governmental order (whether administrative or
judicial).

    


    (g)           Not
redeem or repurchase any of its limited liability company
interests;

    


    (h)           Not
prepay any indebtedness, except for trade payables incurred in the ordinary
course of Borrower’s business; and

    


    (i)       
    Not take any action which would impair the rights and
privileges of this Note set forth herein or the rights and privileges of the
holder of this Note; and

    


    (j)        
   Deliver to the Holder quarterly financial statements within
thirty (30) days after the end of each quarter in form, scope and substance
satisfactory to the Holder and annual audited financial statements within ninety
(90) days after the end of each fiscal year;

    


    ARTICLE
IV

    MISCELLANEOUS

    


    4.1           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.

    


    4.2           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 Borrower to: (A) Phreadz USA, Inc., 63 Main Street, Flemington, NJ, 08822
Attention: Nicholas Thompson, (B) Universal Database of Music USA, Inc., 63 Main
Street, Flemington, NJ, 08822 Attention: Nicholas Thompson, (ii) if to Holder,
to the name, address and telecopy number set forth on the front page of this
Note.

    


    4.3           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.

    


    4.4           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.

    


    4.5           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.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    4.6           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 Supreme Court of New
York, New York County, or in the United States District Court for the Southern
District 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 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.

    


    4.7           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.

    


    4.8           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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    IN WITNESS WITEREOF, Borrower
has caused this Note to be signed in its name by an authorized officer as of the
23rd day of March 2010.

    


    
      
        	
                BORROWER:

              
	 
      
	
                PHREADZ
      USA, LLC

              
	
                a
      Nevada limited liability company

              
	 
      	 
      
	
                By: 

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	
                UNIVERSAL
      DATABASE OF MUSIC

                USA,
      LLC

              
	
                a
      Nevada limited liability company

              
	 
      	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    
      
        	
                WITNESS:

              
	 
      
	
                  

              


      

    


    
      
         


      

      
        5